ORANGE COUNTY, MENTAL HEALTH ASSOCIATION OF (3)

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IX. HOLD HARMLESS SUBRECIPIENT shall indemnify and save harmless CITY, its officers, agents, em- ployees, representatives and volunteers from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims, and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. TERMINATION This Agreement may be terminated in accordance with Federal Register 24 CFR Part 576 as follows: A. This Agreement may be terminated by CITY on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Emergency Shelter Grant funds. In theevent of such suspension or termina- tion, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. In the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of the Agree- ment by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. if terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfacto- rily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subse- quently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. 0