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Consultant can establish and which would have been compensated for over the life of this Agreement, but <br />because of the convenience termination would have to be absorbed by the Consultant without further <br />compensation. lf state or federal funds support this Agreement, settlement in the event of default or <br />convenience termination must be approved by the County and any appropriate state or federal agency. <br />Vlll. lndependent Consultant <br />Except in those instances specifically provided for herein, the Consultant and any of its agents and employees <br />shallact in an independent capacity and not as agents of the County in the performance of the Agreement. <br />lX. Ownership of Work Products: <br />Work products produced under this Agreement, except items which have preexisting copyrights, are the <br />property of the County. Payments to the Consultant for services hereunder includes full compensation for all <br />work products, field notes, interim work, reports, and other materials produced by the Consultant and its <br />Subconsultants pertaining to this Agreement. Any re-use the County might make of these work products shall be <br />at the County's own risk and the Consultant shall not incur any liability for the County's re-use of the work <br />products on any project for which they were not intended. <br />X. Subconsultants. Successors and Assigns: <br />The County must concur in the selection of all Subconsultants for professional services to be engaged in <br />performance of this Agreement. As soon as practicable afterthe award of the contract, the Consultant shall <br />furnish to the County in writing the names of the proposed Subconsultants for each of the principal portions of <br />the work. The County shall promptly notify the Consultant if it h"as reasonable objection to any of the proposed <br />Subconsultants. Failure of the County to give prompt notification shallconstitute <br />notice of no reasonable objection. The Consultant shall not contract with any Subconsultant to whom the <br />County has made reasonable objection. lf this Agreement includes named firms or individuals, then such firms or <br />individuals shall be employed for the designated services, unless the Agreement is changed by amendment. <br />The Consultant shall not assign, sublet or transfer any interest in this Agreement without the prior written <br />consent of the County. The Consultant binds itself, its partners, its Subconsultants, assigns and legal <br />representatives to this Agreement and to the successors, assigns and legal representatives of the <br />County with respect to all covenants of this Agreement. <br />Xl. Claims and Disputes: <br />lf the Consultant becomes aware, or reasonably should have become aware of any act or occurrence which may <br />form the basis of a claim, the consultant shall immediately inform the County's Project Manager. lf the matter <br />cannot be resolved within seven (7) days, the Consultant shall within the next fourteen (14) days submit written <br />notice of the facts which may form the basis of the claim. <br />ln addition, all claims by the Consultant for additional compensation or an extension of the time for <br />performance of any dispute regarding a question of fact or interpretation of this Agreement shall be presented <br />in writing by the Consultant to the County's Project Manager within the next sixty (60) days unless the Project <br />Manager agrees in writing to an extension of time for good cause shown. Good cause shown includes time for <br />the Consultant to prepare the claim, and the County's Project Manager will grant an extension of not more than <br />sixty (60) days for preparation of the claim. The Consultant agrees that unless these written notices are <br />provided, the Consultant shall not be entitled to additional time or compensation for such act, event or <br />condition. The Consultant shall in any case continue diligent performance under this Agreement. The Consultant <br />shallin any case continue to expeditiously accomplish disputed services pendingfuture resolution of the <br />Consultant's claim unless notified by the County to stop work on the disputed matter. <br />ln presenting any claim, the Consultant shall specifically include, to the extent then possible, the following: