Agmt14 RWC 2020 Sequoia Union High School District MOU Fiscal Year 2014-15

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1. Term. Unless earlier terminated,the term of this MOU is from the date first above written until June 30, 2015. 2. Scope of Services("Services"). SUHSD will provide one Mental Health Clinician to provide services at Sequoia High School in the Sequoia Teen Resource Center for the 2014-2015 school year. The Mental Health Clinician shall carry out the following responsibilities: a. The Mental Health Clinician will provide counseling services and administrative work related to counseling for students referred to the Sequoia Teen Resource Center; and b. The Mental Health Clinician will provide a total of 10 hours a week of counseling services while school is in session, not to exceed a total cost of$10,500. 3. Fundin . Redwood City 2020 will pay SUHSD a total fee for the Mental Health Clinician's Services in the amount of$10,500.The maximum expenditure by Redwood City 2020 under this MOU is $10,500. No other compensation for the Services will be allowed, except for items covered by subsequent amendments to this Agreement. Redwood City 2020 reserves the right to withhold a ten percent (10%) retention until Redwood City 2020 has accepted the Services specified above. There shall be no additional charge for expenses unless agreed to by the Parties. Payment shall occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by Redwood City 2020. SUHSD will provide a detailed invoice, with evidence of progress in achieving defined deliverables when requesting payment. 4. Status of Mental Health Clinician. SUHSD's Mental Health Clinician will perform the Services as an independent contractor or employee of SUHSD and not as an employee of City or Redwood City 2020. 5. Indemnification. SUHSD will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers and Redwood City 2020 and its officers, agents, employees, and volunteers,from and against all claims,damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Mental Health Clinician or SUHSD, any subcontractor,anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City or Redwood City 2020. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss,expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 6. Termination. City or SUHSD may terminate this Agreement at any time after a discussion, and written notice to the other party. 7. Amendments. This Agreement may be amended by mutual consent the Parties. Any amendment will be in writing, signed by the Parties, with a statement of the changes in charges or time schedule. 8. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. REV:09-16-14 MLG Page 2 of 3 ATTY/AGR.2014.175/MOU Mental Health Clinician at Sequoia High