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5. Termination: Availability of Funds
<br />This Agreement may be terminated by the City Manager of Contractor or by the Director of the office of
<br />Sustainability or his/her designee at any time without a requirement of good cause upon thirty (30) days'
<br />advance written notice to the other party. Contractor shall be entitled to receive payment for
<br />work/services provided prior to termination of the Agreement. Such payment shall be that prorated
<br />portion of the full payment determined by comparing the work/services actually completed to the
<br />work/services required by the Agreement.
<br />County may terminate this Agreement or a portion of the services referenced in the Attachments and
<br />Exhibits based upon the unavailability of Federal, State, or County funds by providing written notice to
<br />Contractor as soon as is reasonably possible after County learns of said unavailability of outside funding.
<br />6. Contract Materials
<br />At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data,
<br />studies, maps, photographs, reports, and other written materials (collectively referred to as "contract
<br />materials") prepared by Contractor under this Agreement shall become the property of County and shall
<br />be promptly delivered to County. Upon termination, Contractor may make and retain a copy of such
<br />contract materials if permitted by law.
<br />7. 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 County and that neither Contractor
<br />nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.
<br />8. Hold Harmless
<br />a. It is agreed that Contractor shall defend, hold harmless, and indemnify County and its officers,
<br />employees, agents, and servants from any and all claims, suits, or actions of every name, kind, and
<br />description brought by a third party which arise out of the terms and conditions of this Agreement and
<br />which result from the acts or omissions of Contractor and/or its officers, employees, agents, and servants.
<br />b. Contractor shall defend, hold harmless, and indemnify County from and against any and all
<br />claims for wages, salaries, benefits, taxes, and all other withholdings and charges payable to, or in
<br />respect to, Contractors representatives for services provided under this Agreement.
<br />C. It is agreed that County shall defend, hold harmless, and indemnify Contractor and its officers,
<br />employees, agents, and servants from any and all claims, suits, or actions of every name, kind, and
<br />description brought by a third party which arise out of the terms and conditions of this Agreement and
<br />which result from the acts or omissions of County and/or its officers, employees, agents, and servants.
<br />d. The duty of each party to defend, hold harmless, and indemnify the other as set forth herein
<br />shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
<br />e. In the event of concurrent negligence (or intentional/reckless acts) of County and/or its officers,
<br />employees, agents, and servants, on the one hand, and Contractor and/or its officers, employees, agents,
<br />and servants, on the other hand, then the liability for any and all claims for injuries or damage to persons
<br />City ofRed"od City and County of San Mateo CSA -8 GaH/eld School Lo nleanpfng -Lune 1, 3818
<br />REV: 07-26-18 DZ
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<br />ATTY/AGR.2018.165/County of San Mateo Garfleld Sports Field
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