Agmt18 RWC 2020 Co of San Mateo AOD - RWC 2020 sub-recipient

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F. If Contractor or any of its sub -grantees materially fails to comply with any term of this Agreement; federal, state or local laws, an assurance, state plan or application, notice of award, this Agreement, or any other applicable rule, the County may take any or all of the following actions it deems appropriate in the circumstances: i. Temporarily withhold payment for services pending correction of the deficiency by Contractor or its sub-grantee(s). ii. Disallow all or part of the cost of the service, activity or action not in compliance. iii. Suspend the Agreement in whole or part. iv. Suspend eligibility for future agreements V. Other remedies that may be legally available, or shown in the Agreement. 6. Availabilitv of Funds Notwithstanding the provisions for termination in paragraph 5 above, County may terminate this Agreement or any portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after County learns of said unavailability of outside funding. Such termination shall be effective immediately unless otherwise agreed upon by County and Contractor in writing. 7. Relationship of Parties Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees. Mutual Hold Harmless Contractor agrees to indemnify and defend County and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of Contractor and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply with any law, regulation, or ordinance, including but not limited to those listed in this Agreement. Conversely, County agrees to indemnify and defend the Contractor and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of County and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from County's failure to comply with any law, regulation, or ordinance, including but not limited to those listed in this Agreement. REV: 01-17.18 RL