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Page 2 <br />4. Term <br />Subject to compliance with all terms and conditions, the term of this Agreement shall be from <br />July 1, 2025, through June 30, 2028. <br />5. Termination <br />This Agreement may be terminated by Contractor or by the Director of the Human Services <br />Agency or his/her designee at any time without a requirement of good cause upon thirty (30) <br />Subject to availability of funding, Contractor <br />shall be entitled to receive payment for work/services provided prior to termination of the <br />Agreement. Such payment shall be that prorated portion of the full payment determined by <br />comparing the work/services actually completed to the work/services required by the <br />Agreement. <br />County may terminate this Agreement or a portion of the services referenced in the Attachments <br />and Exhibits based upon the unavailability of Federal, State, or County funds by providing <br />written notice to Contractor as soon as is reasonably possible after County learns of said <br />unavailability of outside funding. <br />County may terminate this Agreement for cause. In order to terminate for cause, County must <br />first give Contractor notice of the alleged breach. Contractor shall have five business days after <br />receipt of such notice to respond and a total of ten calendar days after receipt of such notice to <br />cure the alleged breach. If Contractor fails to cure the breach within this period, County may <br />immediately terminate this Agreement without further action. The option available in this <br />paragraph is separate from the ability to terminate without cause with appropriate notice <br />described above. In the event that County provides notice of an alleged breach pursuant to this <br />section, County may, in extreme circumstances, immediately suspend performance of services <br />and payment under this Agreement pending the resolution of the process described in this <br />paragraph. County has sole discretion to determine what constitutes an extreme circumstance <br />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 <br />documents, data, studies, maps, photographs, reports, and other written materials (collectively <br />the property of County and shall be promptly delivered to County. Upon termination, Contractor <br />may make and retain a copy of such contract materials if permitted by law. <br />7. Relationship to Parties <br />Contractor agrees and understands that the work/services performed under this Agreement are <br />performed as an independent contractor and not as an employee of County and that neither <br />Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of <br />County employees. <br />8. Hold Harmless <br />unavailability of outside funding.unavailability of outside funding. <br />County may terminate this Agreement for cause.County may terminate this Agreement for cause.In order to terminate for cause, County must In order to terminate for cause, County must <br />ATTY/AGR/2025.134/ CORE SERVICE AGENCY CONTRACT (SMC AND RWC) <br />REV: 06-04-25 VR Page 2 of 48 <br />6.L. - Page 5 of 51 <br />102