Laserfiche WebLink
within the period of time specified in the written notice of noncompliance, <br />County may then terminate this Agreement. <br />28.3.2. County may terminate this Agreement for default without written notice <br />and without opportunity for correction if County has a reasonable basis to <br />believe that Contractor has failed to ensure the health or safety of any client <br />for whom services are being provided under this Agreement, or that <br />Contractor has violated any law, regulation, rule or ordinance applicable to <br />the services provided under this Agreement. <br />28.3.3. If the Agreement is terminated for default, Contractor shall not be entitled <br />to receive any further payments under the Agreement until all work called <br />for has been fully performed. Any extra cost or damage to County <br />resulting from such default shall be deducted from any money due or <br />coming due to Contractor. Contractor shall be liable for actual, incidental <br />and consequential damages, including the reasonable cost of procuring <br />similar services actually procured by the County from another source to <br />fully execute the Contractor's duties under this Agreement. <br />29. Termination Procedure. The following provisions apply in the event this Agreement is <br />terminated: <br />29.1. Contractor shall cease to perform any services required by the Agreement as of the <br />effective date of termination and shall comply with all reasonable instructions <br />contained in the notice of termination which are related to the transfer of clients, <br />distribution of property, and termination of services <br />29.2. County shall be liable for and shall pay for only those services authorized and <br />provided through the date of termination. County may pay an amount agreed to by <br />the parties for partially completed work and services, if work products are useful <br />to or usable by County. <br />29.3. If this Agreement is terminated for default, County may withhold a sum from the <br />final payment to Contractor that County determines necessary to protect County <br />against loss or additional liability. County shall be entitled to all remedies <br />available at law, in equity or under this Agreement. If it is later determined that <br />Contractor was not in default, Contractor shall be entitled to all remedies available <br />at law, in equity, or under this Agreement. <br />29.4. The rights and remedies provided to County in this paragraph are in addition to <br />any other rights and remedies provided at law, in equity, and/or under this <br />Agreement, including consequential damages and incidental damages. The <br />Contractor may request dispute resolution as provided in this Agreement. <br />30. No Third Party Beneficiary: The parties do not intend by this Agreement to assume any <br />contractual obligations to anyone other than each other. This Agreement is not entered <br />into with the intent that it shall benefit any other entity or person(s) except those <br />expressly described herein, and no other such entity or person(s) shall be entitled to be <br />treated as a third party beneficiary to the agreement. <br />31. Waiver. Waiver of any breach or default of this Agreement on any occasion shall not be <br />deemed to be a waiver of any subsequent breach or default. Waiver shall not be construed <br />to be a modification of the terms of the contract unless stated to be such in writing, signed <br />by an authorized representative of County. County's failure to insist upon the strict <br />#17-76 ACH Engagement Columbia Co— General Terms and Conditions Page 9 of 10 <br />