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<br />If the Contract is terminated as provided in this Subsection: (1) the County shall be
<br />liable only for payment in accordance with the terms of this Contract for services
<br />rendered prior to the effective date of termination; and (2) the Agency shall be released
<br />from any obligation to provide such further services pursuant to the Contract as are
<br />affected by the termination.
<br />Funding or obligation under this Contract beyond the current appropriation year is
<br />conditional upon appropriation by the County Council of sufficient funds to support the
<br />activities described in the Contract. Should such appropriation not be approved, this
<br />Contract shall terminate at the close of the current appropriation year.
<br />D. This Contract may be terminated by the Agency without cause, prior to the date
<br />specified by providing the County 90 days advance written notice of the termination.
<br />The Agency shall provide the County 90 days advance written notice of its intent not to
<br />renew this Contract, in whole or in part.
<br />E. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this
<br />Contract or law that either party may have in the event that the obligations, terms, and
<br />conditions set forth in this Contract are breached by the other party.
<br />XII. FUTURE SUPPORT
<br />The County makes no commitment to support the services contracted for herein and
<br />assumes no obligation for future support of the activity contracted herein except as expressly
<br />set forth in this Contract.
<br />XII1. HOLD HARMLESS AND INDEMNIFICATION
<br />A. In providing services under this Contract, the Agency is an independent contractor and
<br />neither it, nor its officers, agents or employees are employees of the County for any
<br />purpose. The Agency shall be responsible for all federal and /or state tax, industrial
<br />insurance, and Social Security liability that may result from the performance of and
<br />compensation for these services and shall make no claim of career service or civil
<br />service rights which may accrue to a County employee under state or local law.
<br />The County assumes no responsibility for the payment of any compensation, wages,
<br />benefits, or taxes, by, or on behalf of the Agency, its employees, and /or others by
<br />reason of this Contract. The Agency shall protect, indemnify, and save harmless the
<br />County, its officers, agents, and employees from and against any and all claims, costs,
<br />and /or losses whatsoever occurring or resulting from (1) the Agency's failure to pay
<br />any such compensation, wages, benefits, or taxes, and /or (2) the supplying to the
<br />Agency of work, services, materials, or supplies by Agency employees or other
<br />suppliers in connection with or support of the performance of this Contract.
<br />B. The Agency further agrees that it is financially responsible for and shall repay the
<br />County all indicated amounts following an audit exception that occurs due to the
<br />negligence, intentional act, and /or failure, for any reason, to comply with the terms of
<br />this Contract by the Agency, its officers, employees, agents and /or representatives.
<br />This duty to repay the County shall not be diminished or extinguished by the prior
<br />termination of the Contract pursuant to the Duration of Contract or the Termination
<br />sections.
<br />C. The Agency shall protect, defend, indemnify, and hold harmless the County, its
<br />officers, employees, and agents from any and all costs, claims, judgments, and /or
<br />awards of damages, arising out of, or in any way resulting from, the negligent acts or
<br />City of Tukwila Page 5 of 19 2011 Contract
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