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Indemnification: The contractor covenants to save, defend, keep harmless, and indemnify the
<br />County and all of its officers, departments, agencies, agents and employees from and against all
<br />claims, loss, damage, injury, fines, penalties, and cost -- including court costs and attorney's fees,
<br />charges, liability and exposure, however, caused -- resulting from, arising out of, or in any way
<br />connected with the contractor's negligent performance or non-performance of the temps of the
<br />contract.
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<br />Independent Contractor: The contractor shall be legally considered an independent contractor
<br />and neither the contractor nor its employees shall, under any circllm~ances, be considered servants or
<br />agents of the County; and the County shall be at no time legally responsible for any negligence or
<br />other wrongdoing by the contractor, its servants, or agents. The County shall not withhold firom the
<br />contract payments to the contractor any federal or state unemployment taxes, federal or state income
<br />taxes, Social Security tax, or any other amounts for benefits to the contractor. Further, the County
<br />shall not provide to the contractor any insurance coverage or other benefits, including Workers'
<br />Compensation, normally provided by the County for its employees.
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<br />Nonappropriation: All funds for payment by the County under this contract are subject to the
<br />availability of an annual appropriation for this purpose by the Board of Commissioners. In the event
<br />of nonappropriation of funds by the Board of Commissioners for the services provided under the
<br />contract, the County will terminate the contract, without termination charge or other liability, on the
<br />fast day of the then-current fiscal year or when the appropriation made for the then-current year for
<br />the services covered by this contract is spent, whichever event occurs first. If at any time funds are
<br />not appropriated for the continuance of this contract, cancellation shall be accepted by the contractor
<br />on thirty days' prior written notice, but failure to give such notice shall be of no effect and the County
<br />gall not be obligated under thi~ contract beyond the date of termination.
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<br />Right to Audit: The contractor shall maintain such financial records and other records as may
<br />be prescribed by the County or by applicable federal and state laws, rules and regulations. The
<br />contractor shall retain these records for a period of five years after final payment, or until they are
<br />audited by the County, whichever occurs first. These records shall be made available during the term
<br />of the contract and the subsequent five-year period for examination, transcription, and audit by the
<br />County, its designees, or other authorized bodies.
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<br />Termination for Convenience: The performance of work under the contract may be terminated by the
<br />County in whole or in part whenever the County determines that termination is in the best interest of
<br />the Cotmty. Any such termination shall be effected by the delivery to the contractor of a written
<br />notice of termination at least thirty (30) days before the date of termination, specifying the extent to
<br />which performance of the work under the contract is terminated and the date upon which such
<br />te~,ination becomes effective.
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<br />At~er receipt of a notice of termination, except as otherwise directed, the contractor shall stop work
<br />on the date of receipt of the notice of termination 'or other date specified in the notice; place no
<br />further orders or subcontracts for materials, services, or facilities except as necessary for completion
<br />of such portion of the work not terminated; terminate all vendors and subcontracts; and settle all
<br />outstanding liabilities and claims.
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