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3. Fundinq. The City will pay the Agency a total amount of$15,000 to fund services at <br /> the Fair Oaks Community Center for fiscal 2015- 2016. No other compensation for the Services will <br /> be allowed, except for items covered by subsequent Agreement or amendments to this Agreement. <br /> 4. Status of Agency. The Agency will perform the Services as an independent <br /> contractor and not as an empioyee of the City. <br /> 5. Indemnification. The Agency will defend, indemnify and hold harmless City and its <br /> City Council, officers, officials, agents, employees and volunteers from and against all claims, <br /> litigation, damages, losses and expenses including attorney fees arising out of the performance of the <br /> Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the <br /> Agency and its officers, officials, agents, employees and volunteers, except where caused by the sole <br /> negligence or willful misconduct of City. <br /> The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs <br /> or makes to or on behalf of an injured employee under the City's self-administered workers' <br /> compensation is included as a loss, expense or cost for the purposes of this section. <br /> The parties expressly agree that this section shall survive the expiration or early termination of the <br /> Agreement. <br /> 6. Termination. The Parties may terminate this Agreement at any time after a <br /> discussion, and written notice to the other party. <br /> 7. Amendments. This Agreement may be amended by mutual consent the Parties. Any <br /> amendment will be in writing, signed by the Parties, with a statement of the changes in charges or <br /> time schedule. <br /> 8. Entire Agreement. This Agreement,together with any other written document referred <br /> to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody <br /> the entire Agreement and understanding between the pa�ties relating to the subject matter of it. In <br /> case of conflict, the terms of the Agreement supersede the purchase order and any other attachment <br /> or exhibit. Neither this Agreement nor any of its p�ovisions may be amended, modified, waived or <br /> discharged except in a writing signed by both parties. <br /> 9. Authoritv. The individuals executing this Agreement represent and warrant that they <br /> have the legal power, right and actual authority to bind the Parties to the terms and conditions of this <br /> Agreement. <br /> REV:08-28-15 MLG <br /> Page 2 of 3 <br /> ATTY/AGR.2015.1911Redwood City Child Development Program <br />