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4. TERM <br />Subject to compliance with all terms and conditions, the term of this Agreement shall be from July <br />1, 2017 through June 30, 2020. <br />5. TERMINATION: AVAILABILITY OF FUNDS <br />This Agreement may be terminated by Contractor or by the Chief of Police or his/her designee at <br />any time without a requirement of good cause upon thirty (30) days advance written notice to the <br />other 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 actually <br />completed to the work/smices required by the Agreement. <br />6. 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 Contractor <br />nor its employees acquire any of the rights, privileges, powers, or advantages of City employees. <br />7. HOLD HARMLESS <br />a. General Hold Harmless <br />Contractor shall indemnify and save harmless the City of Redwood City, its City Council, <br />Commissions, Committees, Boards, Officers, Employees, Volunteers and Agents from all <br />claims, suits, or actions of every name, kind, and description resulting from this Agreement, <br />the performance of any work or services required of Contractor under this Agreement, or <br />payments made pursuant to this Agreement brought for, oron account of, any of 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 of any kind whatsoever and to whomsoever <br />belonging; <br />(C) any sanctions, penalties, or claims of damages resulting from <br />Contractor's failure to comply, if applicable, with the requirements set <br />forth in the Health Insurance Portability and Accountability Act of 1996 <br />(HIPAA) and all Federal regulations promulgated thereunder, as <br />amended; or <br />(D) any other loss or cost, including but not limited to that caused by the <br />concurrent active or passive negligence of the City of Redwood City, <br />It's City Council, Commissions, Committees, Boards, Officers, <br />Employees, Volunteers and Agents. However, Contractor's duty to <br />ATTY/AGREEMENT/2018.126/STAR VISTA <br />REV: 06-13-18 MI <br />Page 2 of 9 <br />