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Contract No. C4636
<br />shall not be construed as a waiver of any similar or other breach of any term or condition of this Contract.
<br />Nor shall said waiver be construed as a continuing waiver of the original breach.
<br />5. Independent Contractor. ASC shall, during the entire term of this Contract, be construed to be an
<br />independent contractor and not an employee of SPONSORS. This Contract is not intended nor shall it be
<br />construed to create an employer-employee relationship, a joint venture relationship, or to allow
<br />SPONSORS to exercise discretion or control over the professional manner in which ASC performs the
<br />services that are the subject matter of this Contract. The services to be provided by ASC, however, shall
<br />be provided in a manner consistent with all applicable standards and regulations governing such services.
<br />ASC shall pay all salaries and wages, employees' social security taxes, unemployment insurance and
<br />similar taxes relating to its employees and shall be responsible for all applicable withholding taxes.
<br />6. Assignment. No part of this Contract may be assigned by any Party without the prior written consent
<br />of all Parties.
<br />7. Indemnification. SPONSORS agree to defend, indemnify and hold harmless ASC, California State
<br />University, Fullerton (CSUF), the Trustees of the California State University, their officers, employees,
<br />students, and agents from and against all liability, loss, expense (including reasonable attorney's fees), or
<br />claims for injury of damages arising out of the performance of this Contract but only in proportion to and
<br />to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or
<br />result from negligent or intentional acts or omissions of the SPONSORS, its officers, employees, students
<br />or agents.
<br />ASC agrees to defend, indemnify and hold harmless SPONSORS, its officers, employees, students, and
<br />agents from and against all liability, loss, expense (including reasonable attorney's fees), or claims for
<br />injury of damages arising out of the performance of this Contract but only in proportion to and to the
<br />extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result
<br />from negligent or intentional acts or omissions of the ASC, its officers, employees, students or agents.
<br />8. Insurance. Without limiting the Parties' indemnification, ASC and SPONSORS warrant that each
<br />Party has and will maintain Workers' compensation insurance coverage of not less than one million
<br />dollars ($1,000,000) per accident; General Liability insurance of not less than one million dollars
<br />($1,000,000), and automobile Liability insurance of not less than one million dollars ($1,000,000)
<br />combined single limit per occurrence applicable to all owned, non -owned, and hired vehicles. The City
<br />of Santa Ana is self-insured for such coverage.
<br />9. Force Maieure. If by reason of force majeure ASC's performance hereunder is delayed, hampered or
<br />prevented, then the performance by the ASC shall be extended for the amount of time of such delay or
<br />prevention. The term "Force Majeure" shall mean any fire, flood, earthquake, or public disaster, strike,
<br />labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally
<br />constituted authority; or any other cause beyond ABC's control, which would excuse the ABC's
<br />performance as a matter of law. Each party agrees to give the other party written notice of an event of
<br />force majeure under this Paragraph within ten (10) days of the commencement of such event and within
<br />ten (10) days after the termination of such event. However, inadvertent failure to give notice shall not bar
<br />a party from giving such notice within a reasonable time thereafter.
<br />10. Nondiscrimination. ASC and SPONSORS shall comply with all applicable federal and state laws
<br />and statutes related to nondiscrimination, including, but not limited to, those Acts and amendments
<br />prohibiting discrimination on the basis of race, color, natural origin, gender, handicap or disability, sexual
<br />preference, drug addiction and alcoholism.
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<br />11. Retention of Records. ASC and SPONSORS agree to maintain and preserve all records relative to
<br />this Contract, for three (3) years after termination. ASC and SPONSORS agree to permit each other or
<br />FY2017.19
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