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<br />4.
<br />
<br />5.
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<br />
<br />B.
<br />
<br />Rate of Payment. The rate of payment shall be as specified in Exhibit B. The Commission reserves the
<br />right to withhold payment if the Commission determines that the quantity or quality of the work performed as
<br />described in Exhibit A 15 unacceptable. In the event that the Commission makes any advance payments,
<br />Contractor agrees to refund any amounts In excess of the amount owed by the Commission at the time of
<br />contract termination.
<br />
<br />Time LImit for Submlttln¡f. Contractor shall submit semi-annual progress reports within 31 days of
<br />completion of the 3m and 9 month of the first funded year, and shall submit semi-annual progress reports
<br />within 31 days of completion of the 6th and 12th month of the second and third funded year under this
<br />Agreement for services to the Commission for payment In accordance with the provisions of Exhibit B. The
<br />progress reports, therefore, shall be due as follows:
<br />
<br />Year 1- January 31,2005 and July 31, 2005
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<br />Year 2 - January 31, 2006 and July 31, 2006
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<br />Year 3 - January 31, 2007 and July 31, 2007
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<br />c.
<br />
<br />D.
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<br />Guidelines for progress reports will be provided by the Commission staff and shall include a descriptive
<br />narrative, tracking of the approved timeline and work plan, and a detailed financial accounting of all grant
<br />funds spent in comparison with the approved budget. The Commission must approve any substantial
<br />changes to the approved work plan and/or timeline. The Commission Staff will provide guidelines for such
<br />changes.
<br />
<br />Availability of Funds. Payment for all services provided pursuant to this Agreement is contingent upon the
<br />availability of funds' under Proposition 10 and matching funds from First 5 California's Preschool for All
<br />Demonstration Project. In the event such funds are decreased, and/or not provided and are not available to
<br />the First 5 San Mateo County, the Commission shall not be liable for any payment whatsoever; including, but
<br />not limited to, payments that are based on Commission funds. The Commission may terminate the
<br />agreement for unavailability of State funds. In this event, the Commission shall, through its Executive
<br />Director, inform Contractor of such unavailability as soon as it is known, and to the extent legally possible
<br />pay all outstanding amounts due.
<br />
<br />Supplantation. Funds pursuant to this Agreement are provided pursuant to Proposition 10 and are
<br />intended to supplement, expand upon, and enhance activities funded from existing sources. Contractor
<br />shall not use funds under this Agreement to supplant existing resources or services.
<br />
<br />E.
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<br />Relationship of Parties
<br />
<br />Contractor agrees and understands that the work/services performed under this Agreement are performed as an
<br />Independent Contractor and not as an employee of the Commission or the County of San Mateo and that
<br />Contractor acquires none of the rights, privileges, powers or advantages of Commission or County employees.
<br />
<br />IndemnitY
<br />
<br />It is agreed that Contractor shall defend, hold harmless and indemnify the Commission, its officers, agents,
<br />and/or employees from all claims, suits, or actions of every name, kind, and description, brought for, or on
<br />account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind
<br />whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from
<br />Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and
<br />Accountability Act of 1996 (HIPM) and all Federal regulations promulgated thereunder, as amended, or (D) any
<br />other loss or cost, arising out of the terms and conditions of this Agreement Including but not limited to that
<br />caused by the negligence or omissions of Contractor, its officers, agents and/or employees in the performance of
<br />any work required of Contractor or payments made pursuant to this Agreement.
<br />
<br />It is further agreed that the Commission shall defend, hold harmless and indemnify Contractor, its officers, agents
<br />and/or employees from any and all claims which arise out of the terms and conditions of this Agreement and
<br />which result from the negligent acts or omissions of the Commission, its officers, agents, and/or employees. In
<br />the event of the concurrent negligence of Contractor, its officers, agents and/or employees, and the Commission,
<br />Its officers, agents and/or employees, then the liability for any and all claims for injuries or damages which arise
<br />out of the terms and conditions of this Agreement shall be apportioned under California's Theory of Comparative
<br />negligence as presently established or may be hereafter modified.
<br />
<br />12/13/04
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<br />Page 2
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<br />Distribution: 1 copy each: Contractor, Commission, Controller
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