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G. Independent Contractor: County is and at all times shall be deemed to be, an independent contractor.
<br /> Nothing herein contained shall be construed as creating the relationship of employer and employee, or
<br /> principal and agent, between City and County or any of County's agents or employees. County and its
<br /> Sheriff shall retain all authority for rendition of services, standards of performance, control of personnel,
<br /> and other matters incident to the performance of services by County pursuant to this Contract. County, its
<br /> agents and employees, shall not be entitled to any rights or privileges of City employees and shall not be
<br /> considered in any manner to be City employees.
<br /> H. Indemnification: City agrees to indemnify, defend with counsel approved in writing by County, and hold
<br /> County, its elected and appointed officials, officers, employees, agents and agencies with County's Board
<br /> of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or
<br /> liability of any bind or nature, including but not limited to injury to or death of persons, or property
<br /> damage, arising from or related to allegations based on acts or omissions of City related to this Contract.
<br /> County agrees to indemnify, defend with counsel approved in writing by City, and hold City and its
<br /> elected and appointed officials, officers, agents, employees, subcontractors and independent contractors
<br /> harmless from any claims, demands or liability of any kind or nature, including but not limited to injury to
<br /> or death of persons, or property damage, arising from or related to allegations based on acts or omissions
<br /> of County related to this Contract. County Indemnitees shall not be deemed to have assumed any liability
<br /> for any dangerous or defective condition on any public street, work, or property of the City and for any
<br /> illegality of City's municipal ordinances.
<br /> If judgement is entered against City and County by a court of competent jurisdiction because of the
<br /> concurrent active negligence of County or County Indemnitees, City and County agree that liability will
<br /> be apportioned as determined by the court. Neither party shall request a jury apportionment.
<br /> 1. State Audit: Pursuant to Government Code Section 8546.7, City and County shall be subject to
<br /> examination and audit by the State Auditor for a period of three years after final payment by City to
<br /> County under this Contract. City and County shall retain all records relating to the performance of this
<br /> Contract for said three-year period, except that those records pertaining to any audit then in progress, or to
<br /> any claims or litigation, shall be retained beyond said three-year period until final resolution of said audit,
<br /> claim or litigation.
<br /> J. Miscellaneous Provisions:
<br /> 1. Each Party to this Contract shall immediately notify the other of any litigation or claim that is
<br /> asserted by or against either party regarding this Contract.
<br /> 2. The laws of the State of California shall govern this Contract and all matters relating to it and any
<br /> action brought relating to this Contract shall be adjudicated in a court of competent jurisdiction in the
<br /> County of Orange.
<br /> 3. The terms of this Contract shall be construed in accordance with the meaning of the language used
<br /> and shall not be construed for or against either party by reason of the authorship of the Contract, or
<br /> any other rule of construction which might otherwise apply.
<br /> 4. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not
<br /> be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or
<br /> condition contained herein,whether of the same or a different character.
<br /> 5. Except as specifically authorized under this Contract, the services to be provided under this Contract
<br /> shall not be assigned, transferred, contracted or subcontracted out without the prior written approval
<br /> of County and City.
<br /> 6. Notices: Termination notices shall be effective when written and deposited in the United States mail,
<br /> certified, return receipt requested and addressed as below. All other notices authorized or required by this
<br /> Contract shall be effective when written and deposited in the United States mail, first class postage prepaid
<br /> County of Orange Santa Ana Helicopter Services Page 2 of 4
<br /> Sheriff Coroner Department
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