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<br /> C. Time Limit for SubmittinQ. Contractor shall submit semi-annual progress reports within 31 days of
<br /> completion of the 6th and 12'h month of each funded year under this Agreement for services to the
<br /> Commission for payment in accordance with the provisions of Exhibit B. The first report, therefore, shall be
<br /> due January 31, 2005. Guidelines for progress reports will be provided by the Commission staff and shall
<br /> include a descriptive narrative, tracking of the approved timeline and work plan, and a detailed financial
<br /> accounting of all grant funds spent in comparison with the approved budget. The Commission must approve
<br /> any substantial changes to the approved work plan and/or timeline. The Commission Staff will provide
<br /> guidelines for such changes.
<br /> D. Availability of Funds. Payment for all services provided pursuant to this Agreement is contingent upon the
<br /> availability of funds under Proposition 10. In the event such funds are not provided or not available to the
<br /> First 5 San Mateo County, the Commission shall not be liable for any payment whatsoever; including, but not
<br /> limited to, payments that are based on Commission funds. The Commission may terminate the agreement
<br /> for unavailability of State funds. In this event, the Commission shall, through its Executive Director, inform
<br /> Contractor of such unavailability as soon as it is known, and to the extent legally possible pay all outstanding
<br /> amounts due.
<br /> E. Supplantation. Funds pursuant to this Agreement are provided pursuant to Proposition 10 and are
<br /> intended to supplement, expand upon, and enhance activities funded from existing sources. Contractor
<br /> shall not use funds under this Agreement to supplant existing resources or services.
<br />4. Relationship of Parties
<br /> Contractor agrees and understands that the work/services performed under this Agreement are performed as an
<br /> Independent Contractor and not as an employee of the Commission or the County of San Mateo and that
<br /> Contractor acquires none of the rights, privileges, powers or advantages of Commission or County employees.
<br /> ...
<br />5. Indemnity
<br /> Contractor and its subcontractors shall indemnify and save harmless the Commission, its officers, agents,
<br /> employees, and servants from all claims, suits, or actions of every name, kind and description, brought for, on
<br /> account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind
<br /> whatsoever and to whomever belonging; or (C) any sanctions, penalties, or claims of damages resulting from
<br /> Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and
<br /> Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any
<br /> loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the
<br /> Commission, its officers, agents, employees, or servants resulting from the performance of any work required of
<br /> Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage
<br /> for which the Commission has been found in a court of competent jurisdiction to be solely liable by reason of its
<br /> own negligence or willful misconduct.
<br /> It is further agreed that the Commission shall indemnify and save harmless the Contractors, subcontractors, their
<br /> officers, agents, employees, and servants from all claims, suits, or actions of every name, kind and description,
<br /> brought for, on account of: (A) injuries to or death of any person; or (B) damage to any property of any kind
<br /> whatsoever and to whomever belonging; or (C) any sanctions, penalties, or claims of damages resulting from
<br /> Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and
<br /> Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any
<br /> other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the
<br /> Contractor, its officers, agents, employees, or servants resulting from the performance of any work required of
<br /> Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage
<br /> for which the Contractor has been found in a court of competent jurisdiction to be solely liable by reason of its
<br /> own negligence or willful misconduct.
<br /> The duty of Contractor and the Commission to indemnity and save harmless as set forth herein, shall include the
<br /> duty to defend as set forth in section 2778 of the California Civil Code.
<br />6. Insurance
<br /> The Contractor shall not commence work or be required to commence work under this Agreement unless and
<br /> until all insurance required under this paragraph has been obtained and such insurance has been approved by
<br /> the Executive Director of the Commission and Contractor shall use diligence to obtain such issuance and to
<br />Distribution: 1 copy each: Contractor, Commission, Controller 6/28/04 Page 2
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