ORANGE, COUNTY OF (9) - 2010 - Laserfiche WebLink

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I XVII. STATUS OF CONTRACTOR 2 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be 3 wholly responsible for the manner in which it performs the services required of it by the terms of this 4 Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and 5 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the 6 relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR 7 or any of CONTRACTOR's employees, agents, consultants, or subcontractors. CONTRACTOR 8 assumes exclusively the responsibility for the acts of its employees, agents, consultants, or 9 subcontractors as they relate to the services to be provided during the course and scope of their 10 employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be 11 entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to 12 be COUNTY employees. 13 14 XVIIL TERM 15 The term of this Agreement shall commence and terminate as specified on Page 3 of this 16 Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however, 17 CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, 18 including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting 19 and accounting. 20 21 XIX. TERMINATION 22 A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days 23 written notice given the other party. 24 13. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon 25 five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this 26 Agreement. At ADMINISTRATOR'S sole discretion, CONTRACTOR may be allowed up to thirty (30) 27 calendar days for corrective action. 28 C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence 29 of any of the following events: 30 1. The loss by CONTRACTOR of legal capacity. 31 2. Cessation of services. 32 3. The delegation or assignment of CONTRACTOR's services, operation or administration to 33 another entity without the prior written consent of COUNTY. 34 D. CONTINGENT FUNDING 35 1. Any obligation of COUNTY under this Agreement is contingent upon the following: 36 a. The continued availability of federal, state and county funds for reimbursement of 37 COUNTY's expenditures, and CITY OF SANTA ANA 15 of 17 X ACONTRACTS - 2010-\2010-201 1 \M I HS\POD- PLAN-MASTER-1 O- 1 I -BG. DOC SAN 13 -MAPODO I M I KK 1 1