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REV: 11-30-2021 MI 5. TERMINATION: AVAILABILITY OF FUNDS This Agreement may be terminated by Contractor or by the Chief of Police 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. 6. 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. 7. HOLD HARMLESS a. General Hold Harmless Contractor shall indemnify and save harmless the City of Redwood City, its City Council, Commissions, Committees, Boards, Officers, Employees, Volunteers and Agents 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/officers/agents; (B)damage to any property of any kind whatsoever and to whomsoever belonging; (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 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D)any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the City of Redwood City, It’s City Council, Commissions, Committees, Boards, Officers, Employees, Volunteers and Agents. However, Contractor's duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which City has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. ATTY/AGR.2021.310/CORA (Page 2 of 8)