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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />29 <br />30 <br />31 <br />32 <br />33 <br />34 <br />35 <br />36 <br />37 <br />' assumes exclusively the responsibility for the acts of its employees, agents, consultants, or <br />subcontractors as they relate to the services to be provided during the course and scope of their <br />employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be <br />entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to <br />be COUNTY employees. <br />XVIII. TERM <br />The term of this Agreement shall commence and terminate as specified on Page 3 of this <br />Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however, <br />CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, <br />including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting <br />and accounting. <br />XIX. TERMINATION <br />A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days <br />written notice given the other party. <br />B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon <br />five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this <br />Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30) <br />calendar days for corrective action. <br />C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence <br />of any of the following events: <br />1. The loss by CONTRACTOR of legal capacity. <br />2. Cessation of services. <br />3. The delegation or assignment of CONTRACTOR's services, operation or administration to <br />another entity without the prior written consent of COUNTY. <br />D. CONTINGENT FUNDING <br />1 . Any obligation of COUNTY under this Agreement is contingent upon the following: <br />a. The continued availability of federal, state and county funds for reimbursement of <br />COUNTY's expenditures, and <br />b. Inclusion of sufficient funding for the services hereunder in the applicable budget <br />approved by the Board of Supervisors. <br />2. In the event such funding is subsequently reduced or terminated, COUNTY may terminate <br />or renegotiate this Agreement upon thirty (30) calendar days written notice given CONTRACTOR. <br />E. In the event this Agreement is terminated prior to the completion of the term as specified on <br />Page 3 of the Agreement, ADMINISTRATOR may, at its sole discretion, reduce the Maximum <br />Obligation of this Agreement in an amount consistent with the reduced term of the Agreement. <br />CITY OF SANTA ANA 1 5 Df 17 <br />X:\CONTRACTS - 201 O-\20 3 0-201 S\MIHS\POD-EQUIP-MASTER-1 O- I S-BG.DOC SAN 14-MAPOD03 MIICK 1 5