AgdaPkt 2006-01-23 - Laserfiche WebLink

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7/I-s- 4. Term and Termination Subject to compliance with all tenns and conditions, the tenn of this Agreement shall be from January 1, 2006 through June 30, 2008. This Agreement may be tenninated by Contractor, the Director of the Human Services Agency or his/her designee at any time without a requirement of good cause upon thirty (30) days' written notice to the other party. In the event of tennination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon tennination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to tennination of the Agreement. Such payment shall be that portion of the full payment which is detern1ined by comparing the work/services completed to the work/services required by the Agreement. 5. A vailabilitv of Funds The County may tenninate this Agreement or a 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 the county learns of said unavailability of outside funding. 6. Relationship of Parties Contractor agrees and understands that the work/services perfonned under this Agreement are perfonned 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. 7. Hold Harmless Contractor shall indemnify and save hannless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the perfonnance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save hannless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 2