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within 30 days after completion in accordance with the attached Cost Proposal dated <br />September 26, 2005 and delivery of each deliverable provided for in the Services. <br />The total compensation payable to the Contractor for the Services under this agreement shall not <br />exceed $51, 270. <br />SECTION 4 -AGREEMENT PERIOD <br />This agreement shall be effective from the last date of its execution until Contractor completes <br />performance of all of the Services or until June 30, 2006, whichever is later. <br />SECTION 5 -TERMINATION <br />Either party has the right to terminate this agreement upon giving the other party ten (10) days <br />written notice. In the event of termination, all deliverables due on the Services will be delivered <br />to the COUNTY within a ten (10) day period from the date of termination notification. The <br />COUNTY will compensate Contractor on the basis of invoices submitted pursuant to Section 3 <br />of this agreement for Services rendered and delivered by Contractor prior to the date of <br />termination. <br />SECTION 6 -SUCCESSORS AND ASSIGNS <br />Neither the COUNTY nor Contractor will assign, sublet or transfer their respective interest in <br />this agreement without the written consent of the other. <br />SECTION 7 -GENERAL PROVISIONS <br />The COUNTY and the Contractor agree that this Agreement together with the provisions hereof <br />and Exhibits A and B, as may be modified herein, represent the entire agreement between the <br />COUNTY and Contractor, which may only be altered, amended or repealed by a duly executed <br />written instrument. <br />If any portion of this agreement is held as a matter of law to be unenforceable, the remainder of <br />this agreement shall be enforceable without such provisions. <br />SECTION 8 -INSURANCE <br />Prior to beginning to perform Services under this agreement, Contractor shall provide the <br />COUNTY with proof of current certificate of Professional or General Liability Insurance for <br />contractor and all of contractor's agents, employees or subcontractors who are to provide <br />Services under this agreement. <br />SECTION 9 -HOLD HARMLESS <br />To the extent permitted by law, Contractor agrees to indemnify and hold harmless the COUNTY <br />and their respective officers, agents and employees, from and against any and all claims, <br />2 <br />