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Page 2 of 11 <br /> <br />Exhibit A and incorporated in full. Contractor shall provide at least 75 beds for the <br />City, with a guarantee of up to 100 beds if needed. All Services shall be performed at <br />the Fullerton Shelter, owned by the Contractor and acceptable to the City, and in <br />accordance with the provisions of this Agreement and all applicable local, state, and <br />federal laws, rules, and regulations. <br /> <br />b. Contractor shall ensure that any equipment purchased with funds pursuant to this <br />Agreement, and utilized for and at the Fullerton Shelter, will be disposed of in <br />accordance with the direction of the City. In addition, all equipment furnished to the <br />Contractor by the City and/or purchased by the Contractor with funds pursuant to this <br />Agreement, will be limited to use within the activities outlined by this Agreement and <br />will remain the property of the City. Upon termination of this Agreement, Contractor <br />will immediately return all equipment to the City or dispose of it in accordance with <br />the direction of the City. <br /> <br />2. EFFECTIVENESS AND TERM OF AGREEMENT <br /> <br />a. The Fullerton Shelter is located at 3535 W. Commonwealth Avenue in Fullerton, <br />CA (“Site”). <br /> <br />b. This Agreement will commence upon the date first written above and continue <br />through September 30, 2021 (“Term”), unless terminated earlier in accordance <br />with Section 15, below. Services shall commence on or before April 20, 2021 <br />(“Effective Date”). The term of this Agreement may be extended upon a writing <br />executed by the City Manager and the City Attorney. <br /> <br />c. The City shall indemnify, defend and hold harmless Contractor from any loss, claim <br />or damage arising out of or resulting from any breach by the City of its obligations <br />under this Agreement, including without limitation the City's failure to pay sums <br />required hereunder. The Contractor acknowledges that City is entering into this <br />Agreement in reliance on the Contractor's performance of its obligations under this <br />Agreement. The Contractor shall indemnify, defend and hold harmless City from <br />any loss, claim or damage arising out of or resulting from any breach by the <br />Contractor of its obligations under this Agreement, including without limitation the <br />Contractor's failure to operate the Fullerton Shelter and Services required hereunder <br />which City will rely upon to fulfill City's obligations under this Agreement, but <br />excluding the Contractor's failure to pay sums to be funded by the City under this <br />Agreement. <br /> <br />3. COMPENSATION <br /> <br />a. From and after the Effective Date, City shall pay Contractor the flat monthly fee of <br />$230,000 as compensation for all Services rendered under this Agreement for up to <br />75 individuals during the Term as provided in Exhibit B attached hereto and <br />incorporated herein by reference. If the daily census exceeds 75 for any days during <br />the month, a true-up calculation can be made in arrears monthly at a per diem rate <br />of $55 per individual in excess of 75. An audit of expenses will be conducted on a <br />monthly basis to reconcile any over or under-payment of expenses by the City. In