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right or remedy of the party, elect to terminate the Contract by delivering to the other party, at
the address listed in the Notices article of this Contract, a written notice of termination
specifying the effective date of termination. Such notice shall be delivered to the other party
at least thirty (30) days prior to the effective date of termination. If Contractor’s services are
terminated by the County, the termination will not affect any rights or remedies of the County
then existing or which may thereafter accrue against Contractor or its surety. In case of
termination of this Contract before completion of the Work, Contractor will be paid only for
the portion of the Work satisfactorily performed through the effective date of termination as
determined by the County. Neither party shall be entitled to recover lost profits, special,
consequential or punitive damages, attorney’s fees or costs from the other party to this Contract for
any reason whatsoever. This Contract shall not be deemed to provide any third-party with any
remedy, claim, right of action, or other right. The parties’ obligations pursuant to this Section
shall survive any acceptance of Work, or termination or expiration of this Contract.
V. INDEMNIFICATION AGREEMENT:
The Contractor shall be responsible from the execution date or from the time of the beginning
of the Work, whichever shall be the earlier, for all injury or damage of any kind resulting from
the Work, to persons or property, including employees and property of the County. The
Contractor shall exonerate, indemnify, and save harmless the County, its elected officials, officers,
employees, agents and servants, hereinafter collectively referred to in this Section as “the County
Indemnitees,” from and against all claims or actions based upon or arising out of any damage
or injury (including without limitation any injury or death to persons and any damage to property)
caused by or sustained in connection with the performance of this Contract or by conditions created
thereby or arising out of or any way connected with Work performed under this Contract, as well
as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore,
Contractor shall assume and pay for, without cost to the County Indemnitees, the defense of any
and all claims, litigation, and actions suffered through any act or omission of the Contractor, or any
Subcontractor, or anyone directly or indirectly employed by or under the supervision of any of
them. Notwithstanding any language or provision in this Contract, Contractor shall not be required
to indemnify any County Indemnitee against claims, actions, or expenses based upon or arising
out of the County Indemnitee’s sole negligence. As between the County Indemnitees and the
Contractor as the other party, the Contractor shall assume responsibility and liability for any damage,
loss, or injury, including death, of any kind or nature whatever to person or property, resulting from
any kind of claim made by Contractor’s employees, agents, vendors, Suppliers or Subcontractors
caused by or resulting from the performance of Work under this Contract, or caused by or resulting
from any error, omission, or the negligent or intentional act of the Contractor, vendors, Suppliers,
or Subcontractors, or any of their officers, agents, servants, or employees. The Contractor shall
defend, indemnify, and hold harmless the County Indemnitees from and against any and all claims,
loss, damage, charge, or expense to which they or any of them may be put or subjected by reason
of any such damage, loss, or injury. The Contractor expressly agrees to provide a full and complete
defense against any claims brought or actions filed against the County Indemnitees, where such
claim or action involves, in whole or in part, the subject of the indemnity contained in this
Contract, whether such claims or actions are rightfully or wrongfully brought or filed. The
County has the sole discretion to choose the counsel who will provide the defense. No provision
of this Contract and nothing herein shall be construed as creating any individual or personal liability
on the part of any elected official, officer, employee, agent or servant of the County, nor shall the
Contract be construed as giving any rights or benefits hereunder to anyone other than the parties
to this Contract. The parties’ obligations pursuant to this Section shall survive any acceptance of
Work, or termination or expiration of this Contract.