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1 IV. SEVERABILITY 2 If a court of competent jurisdiction declares any provision of this Agreement or application thereof 3 to any person or circumstances to be invalid or if any provision of this Agreement contravenes any 4 federal, state, or county statute, ordinance, or regulation, the remaining provisions of this Agreement or 5 the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain 6 in full force and effect, and to that extent the provisions of this Agreement are severable. 7 8 V. STATUS OF THE PARTIES 9 Each party is, and shall at all times be deemed to be, an independent contractor and shall be wholly 10 responsible for the manner in which it performs the services required of it by the terms of this 11 Agreement. Each party is entirely responsible for compensating staff and consultants employed by that 12 party. This Agreement shall not be construed as creating the relationship of employer and employee, or 13 principal and agent, between COUNTY and CITY or any of either party's employees, agents, 14 consultants, or subcontractors. Each party assumes exclusively the responsibility for the acts of its 15 employees, agents, consultants, or subcontractors as they relate to the services to be provided during the 16 course and scope of their employment. Each party, its agents, employees, or subcontractors, shall not be 17 entitled to any rights or privileges of the other party's employees and shall not be considered in any 18 manner to be employees of the other party. 19 20 VI. TERM 21 A. The term of this Agreement shall commence and terminate as specified on Page 3 of this 22 Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however, both 23 parties shall be obligated to perform such duties as would normally extend beyond this term, including 24 but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting and 25 accounting. 26 B. The term of this Agreement shall be automatically extended for a 180-day period through 27 December 31, 2008, if a successor Agreement between the parties is not in force by July 1, 2008, and no 28 notice of non-renewal has been given by either CITY or COUNTY in accordance with the Termination 29 paragraph of this Agreement. 30 31 VII. TERMINATION 32 A. Either party may terminate this Agreement, without cause, upon six (6) months written notice 33 given to other party. 34 B. Any obligation of COUNTY under this agreement is contingent upon the inclusion of sufficient 35 funding for the services hereunder in the applicable budgets approved by the Board of Supervisors. In 36 the event such funding is subsequently reduced or terminated, COUNTY may terminate this agreement 37 upon thirty (30) calendar days written notice given to CITY. 50f7 X:\CONTRACTS 11- 2007-\2007-2008\Animal Care Services-Master-07-08-HH.Doc Santa Ana ACSXK08