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REV: 08-11-22 RL
<br />4. Term
<br />Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1,
<br />2022, through July 1, 2024.
<br />5. Termination; Availability of Funds
<br />This Agreement may be terminated by the City Manager of Contractor or the City Managers designee, or
<br />by County Executive or the County Executive designee or the Director of the Office of Sustainability or the
<br />Directors designee, at any time without a requirement of good cause upon thirty (30) days’ advance written
<br />notice to the other party. Contractor shall be entitled to receive payment for work/services provided prior
<br />to termination of the Agreement. Such payment shall be that prorated portion of the full payment determined
<br />by comparing the work/services actually completed to the 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 be
<br />promptly delivered to County. Upon termination, Contractor may make and retain a copy of such contract
<br />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 County and that neither Contractor nor its
<br />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 which
<br />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 claims
<br />for wages, salaries, benefits, taxes, and all other withholdings and charges payable to, or in respect to,
<br />Contractor’s 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 which
<br />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 shall
<br />include the duty to defend as set forth in Section 2778 of the California Civil Code.
<br />ATTY/AGR.2022.270/County of San Mateo (Garfield School Maintenance Services) (Page 2 of 11)
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