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REV: 08-09-2021 RL
<br />(30) days’ advance written notice to the other party. Subject to availability of funding, Contractor shall be
<br />entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment
<br />shall be that prorated portion of the full payment determined by comparing the work/services actually
<br />completed to the work/services required by the Agreement.
<br />Customer 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 City funds by providing written notice to
<br />Contractor as soon as is reasonably possible after Customer learns of said unavailability of funding.
<br />Customer may terminate this Agreement for cause. In order to terminate for cause, Customer must first
<br />give Contractor notice of the alleged breach. Contractor shall have five business days after receipt of such
<br />notice to respond and a total of ten calendar days after receipt of such notice to cure the alleged breach. If
<br />Contractor fails to cure the breach within this period, Customer may immediately terminate this Agreement
<br />without further action. The option available in this paragraph is separate from the ability to terminate without
<br />cause with appropriate notice described above. In the event that Customer provides notice of an alleged
<br />breach pursuant to this section, Customer may, in extreme circumstances, immediately suspend
<br />performance of services and payment under this Agreement pending the resolution of the process
<br />described in this paragraph. Customer has sole discretion to determine what constitutes an extreme
<br />circumstance for purposes of this paragraph, and Customer shall use reasonable judgment in making that
<br />determination.
<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 Customer and shall
<br />be promptly delivered to Customer. 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 performed
<br />as an independent contractor and not as an employee of Customer and that neither Contractor nor its
<br />employees acquire any of the rights, privileges, powers, or advantages of Customer employees.
<br />8. Hold Harmless
<br />a. General Hold Harmless
<br />Contractor shall indemnify and save harmless Customer and its officers, agents, employees, and servants
<br />from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the
<br />performance of any work or services required of Contractor under this Agreement, or payments made
<br />pursuant to this Agreement brought for, or on account of, any of the following:
<br />(A) injuries to or death of any person, including Contractor or its employees/officers/agents;
<br />(B) damage to any property arising out of the acts or omissions or property damage by the
<br />contractor, its agents, employees, or subcontractors;
<br />(C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply, if
<br />applicable, with the requirements set forth in the Health Insurance Portability and Accountability
<br />Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or
<br />(D) any other loss or cost, including but not limited to that caused by the concurrent active or
<br />passive negligence of Customer and/or its officers, agents, employees, or servants. However,
<br />ATTY/AGR.2021.211/Turbo Data Systems, Inc. (Page 2 of 23)
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