Agmt14 RWC 2020 San Mateo County Superintendent of Schools

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7. INDEMNIFICATION The Agency agrees to indemnify and defend the Superintendent and the San Mateo County Office of Education and its employees and agents from any and all claims, damages and liability in any way occasioned by or arising out of the Safe Routes to School Program including trainings offered by the San Mateo County Office of Education within this program and any negligence of the Agency in the performance of this Agreement. 8. TERMINATION A. The County Superintendent may terminate this Agreement upon 30 days written notice to the Agency specifying the Agency's breach of any of the terms of this Agreement. The Agency may cure the specified breach within the 30 day notice period. In the event that the Agency fails to cure or to commence to cure the specified breach within the 30 day notice period, the Agreement shall be terminated. Expenditures made prior to this written notice will be paid,not exceeding the Grant Award,by the County Superintendent. B. If any of the conditions contained in the Funding Terms and Conditions (FT&C) arise which warrant termination of funding,then this agreement shall automatically be canceled as of the date funding is terminated. C. If the agreement is canceled,the Agency shall cooperate with the County Superintendent to effectuate the termination, including copying any records deemed necessary by the County Superintendent. The Agency shall be paid according to the FT&C for actual services rendered through the date of cancellation. 9. COMPLIANCE WITH ALL LAWS A. The Agency shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. Without limiting the generality of the foregoing, the Agency shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed or national origin in connection with or related to the performance of this Agreement. B. With respect to the provision of employee benefits, the Agency shall comply with the San Mateo County Office of Education Board Policy which prohibits the Agency from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse. C. The Agency shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract. 10. MERGER CLAUSE This Agreement, including Exhibits "A," "B,' "C;' "D,' and "E" attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Due to the administrative burden caused by frequent modifications, the parties agree to limit the number of contract ATTY/AGR/2014.119/RC 2020 GRANT FOR SAFE ROUTES TO SCHOOL FROM OCE FOR 14-15 Page 4 of 14 REV:07-08-14 MLG