Resolution_JRP Innovative Solutions_Broadband_Contract

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notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & Indemnity Agreement: The Contractor shall defend, indemnify, and hold the County and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this agreement by, the Contractor or the Contractor's agents, employees, sub Contractors, subcontractors or vendors, of any tier, or any other persons for whom the Contractor may be legally liable; provided that nothing herein shall require a Contractor to defend or indemnify the County and their officers and employees against and hold harmless the County and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this agreement by the County, their agents, officers, employees, sub -Contractors, subcontractors or vendors, of any tier, or any other persons for whom the County may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the Contractor or the Contractor's agents, employees, sub -Contractors, subcontractors or vendors, of any tier, or any other persons for whom the Contractor is legally liable, and (b) the County, their agents, officers, employees, sub -Contractors, Professional Services Agreement — JRP INNOVATIVE SOLUTIONS, LLC Page 6