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4. Indemnification. All parties to this agreement shall agree to defend, <br />indemnify, and hold harmless the other party, its officers, agents, employees, and volunteers, <br />from and against all loss, cost, and expense arising out of any liability or claim of liability, <br />sustained or claimed to have been sustained, arising out of the activities, or the performance or <br />nonperformance of obligations under this agreement, of the indemnifying party, or those of any <br />of its officers, agents, employees, or volunteers. The provisions of this article do not apply to <br />any damage or loss caused solely by the negligence or intentional acts of the non - indemnifying <br />party or any of its agents or employees. <br />Term. This Agreement shall be in effect for the <br />period of Judy 1, 2012 through June 30, 2017, unless earlier terminated by either party in the <br />manner set forth herein. This agreement may be extended for one (1) additional year by mutual <br />agreement between the parties no later than one month prior to the anniversary date of the <br />Agreement. Either party may cancel or terminate this Agreement without cause upon 30 days <br />prior written notice given by either party. <br />Termination for Cause. The District may terminate this Agreement and be <br />relieved of any consideration to Agency should Agency fail to perform the covenants herein at <br />the time and in the manner provided. In the event of such termination the District may proceed <br />with the work in any manner deemed proper by the District. The cost of the District shall be <br />deducted from any sum due the Agency under this Agreement, and the balance, if any, shall be <br />paid by the Agency. <br />Assignments . This Agreement is personal and shall not be <br />assigned by Agency either in whole or in part. Any such purported assignment voids this <br />Agreement. <br />SAC -12 -027 5 of 9 <br />