Agmt15 Peninsula Family Services

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.i.��r��r.�.,��1 -----� ', . 2. Services. Agency shall provide the Services listed below ("Services") in consideration for receiving grant funding: a. Once a week brunch program on Mondays in order to continue meal services for older adults attending the Fair Oaks Adult Activity Center Monday- Friday. b. Twice a week Tai Chi classes with funding making it possible to continue classes twice a week rather than just once a week at the Fair �aks Adult Activity Center. 3. Fundinq. The City will pay the Agency a total amount of $10,000 to fund the Services at the Fair Oaks Adult Activity Center for fiscal 2014- 2015. No other compensation for the Services will be allowed, except for items covered by subsequent Agreement or amendments to this Agreement. 4. Status of Aqency. The Agency will perform the Services as an independent contractor and not as an employee of the City. 5. Indemnification. The Agency will defend, indemnify and hold harmless City, Fair Oaks Community Center, and its City Council, officers, officials, agents, employees and volunteers from and against all claims, litigation, 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 Agency and its officers, officials, agents, employees and volunteers, except whe�e caused by the sole negligence or willful misconduct of City. 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. The Parties 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 Aqreement. 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:05-19-15 MLG Page 2 of 3 ATTYlAGR.2015.096/Peninsula Family Service