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<br />4. Term and Termination
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<br />Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the date of
<br />delivery to each party of a copy of the Agreement that has been signed by all parties, and shall terminate
<br />December 31, 2006.
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<br />Upon Contractor's breach of any of the terms or conditions of this agreement, either County or City may
<br />terminate this Agreement for cause by giving each of the other parties to this Agreement notice of any such
<br />breach or default and 30 days to cure said breach or default.
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<br />County and City each reserve the right to waive any and all breaches of this Agreement, and any such waiver
<br />shall not be deemed a waiver of all previous or subsequent breaches. In the event County or City choose to
<br />waive a particular breach of this Agreement, the waiving party may condition same on payment by Contractor
<br />of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same
<br />quickly and amicably.
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<br />5. Availability of Funds
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<br />The County or City may terminate this Agreement or a portion of the services referenced in the Attachments
<br />and Exhibits based upon unavailability of third party funds, by providing written notice to the other parties
<br />hereto as soon as is reasonably possible after the terminating party learns of said unavailability of said third
<br />party funding.
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<br />6. Relationship of Parties
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<br />Contractor agrees and understands that the work/services performed under this Agreement are performed as an
<br />independent contractor and not as an employee of the County or City and that Contractor acquires none of the
<br />rights, privileges, powers, or advantages of County or City employees.
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<br />7. Hold Harmless
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<br />Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all
<br />claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or
<br />death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to
<br />whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure
<br />to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996
<br />(HIP AA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost,
<br />including but not limited to that caused by the concurrent active or passive negligence of County, its officers,
<br />agents, employees, or servants, resulting from the performance of any services or work provided by Contractor
<br />or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for
<br />which County has been found in a court of competent jurisdiction to be solely liable by reason of its own
<br />negligence or willful misconduct.
<br />
<br />Contractor hereby agrees to defend, indemnify and save harmless City, its Council, officers, boards,
<br />commissions, agents and employees (collectively, "Indemnitees") against and from any and all claims, suits or
<br />actions of every name, kind and description, which may be brought against Indemnitees, or any of them, by
<br />reason of any injury to, or death of, any person (including corporations, partnerships and association) or
<br />damage suffered or sustained by any such person or property damage (including loss of use thereof) arising
<br />from, or alleged to have arisen from, any acts or omissions to act, negligent or otherwise, of Contractor, its
<br />officers, agents or employees under this Agreement.
<br />
<br />The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as
<br />set forth in Section 2778 of the California Civil Code; provided however, that nothing herein will be construed
<br />to require Contractor to indemnify Indemnitees against any responsibility or liability in contravention of
<br />Section 2782 of the California Civil Code.
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<br />Contract VM
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