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This Agreement may be terminated by Contractor or by the City or his/her designee at any time <br /> without a requirement of good cause upon thirty (30) days' advance written notice to the other <br /> party. Subject to availability of funding, Contractor shall be entitled to receive payment for <br /> work/services provided prior to termination of the Agreement. Such payment shall be that <br /> prorated portion of the full payment determined by comparing the work/services actuatly <br /> completed to the work/services required by the Agreement. <br /> City may terminate this Agreement or a portion of the services referenced in the Attachments <br /> and Exhibits based upon the unavailability of Federal, State, or County funds by providing <br /> written notice to Contractor as soon as is reasonably possible after City learns of said <br /> unavailability of outside funding. <br /> 6. Contract Materials <br /> At the end of this Agreement, or in the event of termination, all finished or unfinished <br /> documents, data, studies, maps, photographs, reports, and other written materials (collectively <br /> referred to as "contract materials") prepared by Contractor under this Agreement shall become <br /> the property of City and shall be promptly delivered to City. Upon termination, Contractor may <br /> make and retain a copy of such contract materials if permitted by law. <br /> 7. Relationship of Parties <br /> Contractor agrees and understands that the work/services performed under this Agreement are <br /> performed as an independent contractor and not as an employee of City and that neither <br /> Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of City <br /> employees. <br /> 8. Hold Harmless <br /> a. General Hold Harmless <br /> Contractor shall indemnify and save harmless City and its officers, agents, employees, and <br /> servants from all claims, suits, or actions of every name, kind, and description resulting from this <br /> Agreement, the performance of any work or services required of Contractor under this <br /> Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of <br /> the following: <br /> (A) injuries to or death of any person, including Contractor or its <br /> employees/officers/agents; <br /> (B) damage to any property arising out of the acts or omissions or property damage by <br /> the contractor, its agents, employees, or subcontractors; <br /> (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to <br /> comply, if applicable, with the requirements set forth in the Health Insurance Portability <br /> and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated <br /> thereunder, as amended; or <br /> ATTY/AGR/2015.079/TURBO DATA AGREEMENT <br /> REV:OS-01-15 MLG <br /> Page 2 of 18 <br />