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40 <br />E7 <br />El <br />County agrees to reimburse the agency up to ONE HUNDRED FIFTY SIX <br />THOUSAND, SEVEN HUNDRED SEVENTY FIVE DOLLARS ($156,775.00) for actual <br />documented costs directly incurred in connection with promoting healthy children in a <br />healthy community and which serve a legitimate public purpose. Reimbursement requests <br />may be submitted to the County on a monthly basis and are subject to audit by the County. <br />The County may require such documentation of expenditures as it deems appropriate. <br />The County shall have sole discretion to determine whether costs were incurred in <br />connection with promoting healthy children in a healthy community and whether <br />reimbursement of such costs would serve a legitimate public purpose. <br />4. Termination <br />The County may terminate this agreement at any time in the event the County, in <br />its sole discretion, determines that the Agency has breached any term of this agreement, <br />or if the County, in its sole discretion, determines that it would be in the public interest to <br />terminate this agreement. Upon such termination the County's reimbursement of Agency <br />expenses shall cease. <br />Relationship of Parties <br />The Agency shall be an independent contractor, and shall have control of its work <br />and the manner in which it is performed. The Agency shall not act as an agent of the <br />County, and no officer, agent, or employee of the Agency, vis a vis such position, shall be <br />considered an agent or employee of the County. <br />Indemnific to ion <br />The Agency shall hold harmless the County and the County's officers, agents, and <br />employees, and the Agency shall indemnify the County and the County's officers, agents, <br />and employees, from and against all liability and loss, and against all claims, actions, and <br />judgments based on or arising out of injury to or death of persons, or damage to or loss of <br />property, in connection with acts or omissions of the Agency or the Agency's employees <br />or agents. <br />WRI • <br />This agreement may not be assigned by the Agency without prior written consent <br />of the County. <br />