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<br />4. Term and Termination <br />Subject to compliance with all terms and conditions, the term of this Agreement shall be <br />from January 1,2006 through June 30, 2008. <br /> <br />This Agreement may be terminated by Contractor, the Director of the Human Services <br />Agency or his/her designee at any time without a requirement of good cause upon thirty (30) <br />days' written notice to the other party. <br /> <br />In the event of termination, all finished or unfinished documents, data, studies, maps, <br />photographs, reports, and materials (hereafter referred to as materials) prepared by <br />Contractor under this Agreement shall become the property of the County and shall be <br />promptly delivered to the County. Upon termination, the Contractor may make and retain a <br />copy of such materials. Subject to availability of funding, Contractor shall be entitled to <br />receive payment for work/services provided prior to termination of the Agreement. Such <br />payment shall be that portion of the full payment which is detern1ined by comparing the <br />work/services completed to the work/services required by the Agreement. <br /> <br />5. A vailabilitv of Funds <br />The County may terminate this Agreement or a portion of the services referenced in the <br />Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by <br />providing written notice to Contractor as soon as is reasonably possible after the county <br />learns of said unavailability of outside funding. <br /> <br />6. Relationship of Parties <br />Contractor agrees and understands that the work/services performed under this Agreement <br />are performed as an independent Contractor and not as an employee of the County and that <br />Contractor acquires none of the rights, privileges, powers, or advantages of County <br />employees. <br /> <br />7. Hold Harmless <br />Contractor shall indemnify and save harmless County, its officers, agents, employees, and <br />servants from all claims, suits, or actions of every name, kind, and description, brought for, <br />or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage <br />to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, <br />penalties, or claims of damages resulting from Contractor's failure to comply with the <br />requirements set forth in the Health Insurance Portability and Accountability Act of 1996 <br />(HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other <br />loss or cost, including but not limited to that caused by the concurrent active or passive <br />negligence of County, its officers, agents, employees, or servants, resulting from the <br />performance of any work required of Contractor or payments made pursuant to this <br />Agreement, provided that this shall not apply to injuries or damage for which County has <br />been found in a court of competent jurisdiction to be solely liable by reason of its own <br />negligence or willful misconduct. <br /> <br />The duty of Contractor to indemnify 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 /> <br />2 <br />