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• 40 • County agrees to reimburse the agency up to THIRTY THOUSAND DOLLARS ($30,000.00) for actual documented costs directly incurred in connection with promoting healthy children in a healthy community and which serve a legitimate public purpose. Reimbursement requests may be submitted to the County on a monthly basis and are subject to audit by the County. The County may require such documentation of expenditures as it deems appropriate. The County shall have sole discretion to determine whether costs were incurred in connection with promoting healthy children in a healthy community and whether reimbursement of such costs would serve a legitimate public purpose. Termination The County may terminate this agreement at any time in the event the County, in its sole discretion, determines that the Agency has breached any term of this agreement, or if the County, in its sole discretion, determines that it would be in the public interest to terminate this agreement. Upon such termination the County's reimbursement of Agency expenses shall cease. 5. Relationship of Parties The Agency shall be an independent contractor, and shall have control of its work and the manner in which it is performed. The Agency shall not act as an agent of the County, and no officer, agent, or employee of the Agency, vis a vis such position, shall be considered an agent or employee of the County. Indemnification The Agency shall hold harmless the County and the County's officers, agents, and employees, and the Agency shall indemnify the County and the County's officers, agents, and employees, from and against all liability and loss, and against all claims, actions, and judgments based on or arising out of injury to or death of persons, or damage to or loss of property, in connection with acts or omissions of the Agency or the Agency's employees or agents. Assig_nmenI This agreement may not be assigned by the Agency without prior written consent of the County.