County Administration Template

COUNTY ADMINISTRATION AGREEMENT

Parties and Effective Date

Effective Date:    Agreement Number (if any):

Recitals

WHEREAS, County is a political subdivision responsible for administration of public programs and services and requires services described in this Agreement; and

WHEREAS, Contractor represents that it has the necessary qualifications, personnel, and experience to perform the services in accordance with applicable laws, regulations, and County policies; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services to County as set forth herein.

Scope of Work

Contractor shall perform the work and deliverables described below in accordance with the standards and schedules set forth in this Agreement. Contractor shall provide all labor, materials, equipment, supervision and other items necessary to complete the work unless otherwise specified herein.

Payment Terms

County shall pay Contractor for satisfactory performance in accordance with the following payment schedule and invoicing requirements.

Invoices shall be submitted to County at the Notice Address below and shall include sufficient detail to justify payment. County will make payment within days of receipt of a proper invoice, subject to audit and approval.

Late Payment Fee: Unpaid amounts shall accrue interest at % per month (or the maximum lawful rate if lower), with a minimum late charge of .

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Termination for Convenience: County may terminate this Agreement, in whole or in part, for its convenience upon days' prior written notice to Contractor. Contractor shall be entitled to payment for services performed and documented reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice of the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, electronic or other format, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall maintain Confidential Information in strict confidence, shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are subject to confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Duration: The confidentiality obligations shall survive termination of this Agreement for years.

Records, Audit and Insurance

Records Retention and Audit: Contractor shall maintain complete and accurate records related to performance under this Agreement for years following final payment. County or its authorized representatives shall have the right to audit such records upon reasonable notice.

Indemnification

Contractor shall indemnify, defend and hold harmless County, its officers, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions, or willful misconduct in the performance of this Agreement. This indemnity shall survive termination of the Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

Governing Law; Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Assignment: Contractor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of County. Any attempted assignment without such consent shall be void.

Independent Contractor: Contractor is an independent contractor for all purposes and shall be solely responsible for its employees, taxes, benefits and other obligations arising from performance under this Agreement.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

Signatures

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