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Contract Template <$200,000
<br />May 2022
<br />REV: 09-21-23 EI
<br />5.Termination
<br />This Agreement may be terminated by City or by the Health Chief of San Mateo Health or their designee
<br />at any time without a requirement of good cause upon thirty (30) days’ advance written notice to the other
<br />party. Subject to availability of funding, City shall be entitled to receive payment for work/services
<br />provided prior to termination of the Agreement. Such payment shall be that prorated portion of the full
<br />payment determined by comparing the work/services actually completed to the work/services required by
<br />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 />City as soon as is reasonably possible after County learns of said unavailability of outside funding.
<br />County may terminate this Agreement for cause. In order to terminate for cause, County must first give
<br />City notice of the alleged breach. City shall have five business days after receipt of such notice to
<br />respond and a total of ten calendar days after receipt of such notice to cure the alleged breach. If City
<br />fails to cure the breach within this period, County may immediately terminate this Agreement without
<br />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 County provides notice of an alleged
<br />breach pursuant to this section, County 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. County has sole discretion to determine what constitutes an extreme
<br />circumstance for purposes of this paragraph, and County 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 City under this Agreement shall become the property of County and shall be
<br />promptly delivered to County. Upon termination, City may make and retain a copy of such contract
<br />materials if permitted by law.
<br />7.Relationship of Parties
<br />City agrees and understands that the work/services performed under this Agreement are performed as an
<br />independent contractor and not as an employee of County and that neither City nor its employees acquire
<br />any of the rights, privileges, powers, or advantages of County employees.
<br />8.Hold Harmless
<br />County shall defend, hold harmless, and indemnify City and its officers, employees, agents, and servants
<br />from any and all claims, suits, or actions of every name, kind, and description brought by a third party
<br />which arise out of the terms and conditions of this Agreement, and which result from the acts or omissions
<br />of the County and/or its officers, employees, agents, and servants.
<br />City shall defend, save harmless, and indemnify the County and its officers, employees, agents, and
<br />servants from any and all claims, suits, or actions of every name, kind, and description brought by a third
<br />party which arise out of the terms and conditions of this Agreement and which result from the acts or
<br />omissions of a City and/or its respective officers, employees, agents and servants.
<br />DocuSign Envelope ID: FB034838-475C-476E-A3ED-F7B24B091B38
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