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Indemnification Process, The indemnifying party's obligations under this Section are contingent
<br /> upon the indemnified party(a)promptly giving notice of the Claim to the indemnifying party once
<br /> the Clahn is known; (b) giving the indemnifying party sole control of the defense and settlement of
<br /> the Claim. (provided that the indemnifying party may not settle such Claim unless such settlement
<br /> unconditionally releases the indemnified party of all liability and does not adversely affect the
<br /> indemnified party's business or service); and (c) providing the indemnifying party all available
<br /> information and reasonable assistance.
<br /> I. Assignment, Assignment: The terms,covenants,and conditions contained herein shall apply to and
<br /> bind the heirs,successors, executors, administrators and assigns of the parties. Furthermore,neither
<br /> the performance of this Contract nor any portion thereof may be assigned by Contractor without the
<br /> express written consent of County,which consent shall not be unreasonably withheld or delayed,Any
<br /> attempt by Contractor to assign the performance or any portion thereof of this Contract without the
<br /> express written consent of County shall be invalid and shall constitute a breach of this Contract.
<br /> J, Non-Discrimination: In the performance of this Contract,Contractor agrees that it will comply with
<br /> the requirements of Section 1735 of the California Labor Code and not engage nor permit any
<br /> subcontractors to engage in discrimination in employment of persons because of the race, religious
<br /> creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
<br /> marital status,or sex of such persons, Contractor acknowledges that a violation of this provision shall
<br /> subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
<br /> K. Termination; In addition to any other remedies or rights it may have by law, County has the right
<br /> to immediately terminate this Contract without penalty after 30 days' written notice without cause,
<br /> unless otherwise specified. Exercise by County of its right to terminate the Contract shall relieve
<br /> County of all further obligation,
<br /> Either Party may terminate this Agreement upon the other Party's material breach of the Agreement,
<br /> provided that(i) the non-breaching Party sends written notice to the breaching Party describing the
<br /> breach in reasonable detail; (ii)the breaching Party does not cure the breach within thirty(30)days
<br /> following its receipt of such notice (the "Notice Period"); and(iii) following the expiration of the
<br /> Notice Period, the non-breaching Party sends a second written notice indicating its election to
<br /> terminate this Agreement,If CIIent terminates this Agreement due to material breach by Contractor,
<br /> Client shall be entitled to a refund of any prepaid unused fees on a pro-rata basis,provided that such
<br /> refund shall be Client's sole and exclusive remedy.
<br /> L. Consent to Breach Not Waiver: No term or provision of this Contract shalI be deemed waived and
<br /> no breach excused,unless such waiver or consent shall be in writing and signed by the party claimed
<br /> to have waived or consented. Any consent by any party to, or waiver of, a breach by the other,
<br /> whether express or implied,shall not constitute consent to,waiver of,or excuse for any other different
<br /> or subsequent breach,
<br /> M. Independent Contractor: Contractor shall be considered an independent contractor and neither
<br /> Contractor,its employees,nor anyone working under Contractor shall be considered an agent or an
<br /> employee of County, Neither Contractor, its employees nor anyone working under Contractor shall
<br /> qualify for workers' compensation or other fringe benefits of any kind through County,
<br /> N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary
<br /> steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible
<br /> for the professional quality, technical assurance, timely completion and coordination of all
<br /> documentation and other goods/services furnished by the Contractor under this Contract. Contractor
<br /> shall perform all work diligently,carefully,and in a good and workmanlike manner; shall furnish all
<br /> necessary labor,supervision,machinery,equipment,materials,and supplies,shall at its sole expense
<br /> obtain and maintain all permits and licenses required by public authorities,including those of County
<br /> required in its governmental capacity, in connection with performance of the work. If permitted to
<br /> Subcontract,Contractor shall be fully responsible for all work performed by subcontractors.
<br /> County of orange AM-060--25010178 File No.2424402
<br /> Shore-Coroner/Purchasing Services Bureau PubhoMassNot(fJcatton Sysiam Page 5 of 57
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