Agmt24 San Mateo County Garfield School Landscaping Contract

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4. Term Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2024, through June 30, 2026. 5. Termination This Agreement may be terminated by the City Manager of Contractor or the City Manager's designee, or by County Executive or the County Executive designee or the Director of the Sustainability Department or the Director's designee at any time without a requirement of good cause upon thirty (30) days' advance written notice to the other party. County may terminate this Agreement, or a portion of the services referenced in the Attachments and Exhibits based upon the unavailability of Federal, State, or County funds by providing written notice to Contractor as soon as is reasonably possible after County learns of said unavailability of outside funding. County may terminate this Agreement for cause. In order to terminate for cause, County must first give Contractor notice of the alleged breach. Contractor shall have five business days after receipt of such notice to respond and a total of ten calendar days after receipt of such notice to cure the alleged breach. If Contractor fails to cure the breach within this period, County may immediately terminate this Agreement without further action. The option available in this paragraph is separate from the ability to terminate without cause with appropriate notice described above. In the event that County provides notice of an alleged breach pursuant to this section, County may, in extreme circumstances, immediately suspend performance of services and payment under this Agreement pending the resolution of the process described in this paragraph. County has sole discretion to determine what constitutes an extreme circumstance for purposes of this paragraph, and County shall use reasonable judgment in making that determination. Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement under any of the above options under this section. 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. Contract Materials At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as "contract materials") prepared by Contractor under this Agreement shall become the property of County and shall be promptly delivered to County. Upon termination, Contractor may make and retain a copy of such contract materials if permitted by law. 7. 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 County and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of County employees. 8. Hold Harmless a. General Hold Harmless Contractor shall indemnify and save harmless County and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description which result from Page 2 REV: 11-21-24 LF ATTY/AGR.2024.219/County of San Mateo (Garfield Field Maintenance Agreement FY24-26) (Page 2 of 12)