AgdaPkt 2020-07-13 Special Joint SA PFA

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6.A. - Page 6 of 22 This Agreement may be terminated by Contractor or by the City or his/her designee at any time without a requirement of good cause upon thirty (30) days' advance written notice to the other party. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that prorated portion of the full payment determined by comparing the work/services actually completed to the work/services required by the Agreement. City may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon the unavailability of Federal, State, or County funds by providing written notice to Contractor as soon as is reasonably possible after City learns of said unavailability of outside funding. 6. Contract Materials At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as "contract materials") prepared by Contractor under this Agreement shall become the property of City and shall be promptly delivered to City. Upon termination, Contractor may make and retain a copy of such contract materials if permitted by law. 7. Relationship of Parties Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of City and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of City employees. 8. Hold Harmless a. General Hold Harmless Contractor shall indemnify and save harmless City and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services required of Contractor under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including Contractor or its employees/officerslagents; (B) damage to any property arising out of the acts or omissions or property damage by the contractor, its agents, employees, or subcontractors; (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 9996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or ATTY/AGR/2015.079/TURBO DATAAGREEMENT REV: 05-01-15 MLG Page 2 of 18 13