Agmt17 RWC 2020 Sequoia Union High School District Teen Center Director

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3. Funding. Redwood City 2020 will pay to SUHSD a total amount of fifty thousand five hundred and six dollars ($50,506.00) to partially fund the Director's services for the 2016-2017 school year at SUHSD. No other compensation for the Services will be allowed, except for items covered by subsequent amendments to this Agreement. 4. Status of Director. SUHSD Director of the STRC will perform the Services as an independent contractor and not as an employee of Redwood City 2020 or City. 5. Indemnification. SUHSD will defend, indemnify and hold harmless City and its City Council, officers, officials, agents, employees and volunteers and Redwood City 2020 and its officers, 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 Director 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. 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 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. 9. Authority. The individuals executing this Agreement represent and warrant that they have the legal power, right and actual authority to bind the Parties to the terms and conditions of this Agreement. REV: 05-25-17 RL Page 4 of 5 ATTY/AGR.2017.125/SUHSD Sequoia Teen Resource Center Director