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<br />under the terms and conditions of this Agreement. Nothing in this Agreement shall be construed
<br />to create an agency relationship, an employer/employee relationship, a joint venture relationship,
<br />or any other relationship allowing the City to exercise control or direction over the manner or
<br />methods by which CFMG, its employees, agents or subcontractors perform hereunder, or CFMG
<br />to exercise control or direction over the manner or methods by which the City and its employees,
<br />agents or subcontractors perform hereunder, other than as provided in this Agreement.
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<br />11.1 SUBCONTRACTING. In performing its obligations under the Agreement, it is understood that
<br />CFMG is not licensed or otherwise authorized to engage in any activity that may be construed or
<br />deemed to constitute the practice of medicine, dentistry, optometry, or other professional healthcare
<br />service requiring licensure or other authorization under state law. To comply with these
<br />requirements CFMG may engage physicians or other clinicians as independent contractors
<br />(“Contract Professionals”), rather than employees, in order to supply the clinical services required
<br />under this Agreement. CFMG shall engage Contract Professionals that meet the applicable
<br />professional licensing requirements and CFMG shall exercise administrative supervision over such
<br />Contract Professionals as necessary to insure the fulfillment of the obligations contained in this
<br />Agreement. Contract Professionals shall provide clinical services under this Agreement in a
<br />manner reasonably consistent with the independent clinical judgment that the Contract Professional
<br />is required to exercise. It is further understood that CFMG may subcontract for specialized services
<br />such as pharmacy, medical waste, medical supplies and other services or supplies which it is
<br />required to provide under this Agreement.
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<br />11.2 AGENCY. For purposes of asserting any statutory rights afforded to the City to pay providers for
<br />medical services at certain reduced rates, City designates CFMG as their agent to assert such rights
<br />and privileges.
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<br />11.3 EQUAL EMPLOYMENT OPPORTUNITY. CFMG will not discriminate against any employee
<br />or applicant for employment because of race, color, religion, sex, ancestry, national origin, place
<br />of birth, marital status, sexual orientation, age or handicap unrelated to a bona fide occupational
<br />qualification of the position or because of status as a disabled veteran or Vietnam-Era veteran.
<br />Contractor will distribute copies of its commitment not to discriminate to all persons who
<br />participate in recruitment, screening, referral and selection of job applicants, and to prospective job
<br />applicants.
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<br />11.4 WAIVER OF BREACH. The waiver of either Party of a breach or violation of any provision of
<br />this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of
<br />the same or other provision hereof.
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<br />11.5 OTHER CONTRACTS AND THIRD-PARTY BENEFICIARIES. The Parties acknowledge
<br />CFMG is neither bound by or aware of any other existing contracts to which the City is a party and
<br />which relate to the providing of health care to Inmates/Detainees at the SAJ. The Parties agree they
<br />have not entered into this Agreement for the benefit of any third person or persons, and it is their
<br />express intention this Agreement is for their respective benefits only and not for the benefits of
<br />others who might otherwise be deemed to constitute third-party beneficiaries thereof.
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<br />11.6 FORCE MAJEURE. In case performance of any terms or provisions hereof shall be delayed or
<br />prevented because of compliance with any law, decree or order of any governmental agency or
<br />authority of local, State or Federal governments or because of riots, war, terrorism, explosions, acts
<br />of civil or military authority, acts of public enemy, public disturbances, lack of adequate security
<br />escorts, strikes, lockouts, differences with workers, earthquakes, fires, floods, Acts of God or any
<br />other reason whatsoever which is not reasonably within the control of the Party whose performance
<br />DocuSign Envelope ID: 6225CE08-C2AA-4269-9AF5-9311FF666B41
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