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the days of shelter service and their locations provided by the $99,750 within 90 days
<br />after the end of the term as set forth in Section 3 of this Agreement. If for any reason the
<br />shelter is not open for the required number of days, the County shall return to the City
<br />the amount of the funding in proportion to the number of days the shelter was not open.
<br />C. All funding provided by the City shall be expended by the County solely for the purposes
<br />set forth in this Agreement.
<br />3. TERM
<br />This Agreement shall commence on the date first written above and terminate on June 30,
<br />2016, unless terminated earlier in accordance with the termination provisions below. The term of this
<br />Agreement may be extended upon a writing executed by the City Manager and the City Attorney.
<br />4. INDEPENDENT CONTRACTOR
<br />The performance of each party's obligations hereunder shall be in the capacity of an
<br />independent contractor and not as an officer, agent, or employee of the other party. In consideration for
<br />the funding paid to the County by the City, the County agrees that the City shall not be liable or
<br />responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement,
<br />life, unemployment, health or any other benefits and the County agrees that it shall not sue or file a
<br />claim, petition, or application therefor against the City or any of its officers, employees, agents,
<br />representatives or sureties.
<br />5. COUNTY'S RESPONSIBILITIES
<br />The County, through its Subcontractor, shall provide at minimum an additional twenty -one (21)
<br />shelter days at the Santa Ana National Guard Armory Emergency Shelter, or at alternate shelter sites
<br />during those days when the Santa Ana National Guard Armory Emergency Shelter is unavailable.
<br />6. INSURANCE
<br />Each party agrees that the insurance held by the other, whether commercial or self- insurance, is
<br />sufficient for the purposes of this Agreement.
<br />INDEMNIFICATION
<br />County and its Subcontractor agree to and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including death, and claims for property damage, which may arise from the negligent
<br />operations of the County or its contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just
<br />compensation, restitution, judicial or equitable relief is caused by the negligence of the County. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding. In no case will
<br />County or its Subcontractor be required to indemnify or hold harmless the City from injury, damages, just
<br />compensation, restitution, judicial or equitable relief caused by negligence of the City.
<br />The City agrees to and shall indemnify and hold harmless the County, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
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