Agmt19 Sequoia Union High School District AOD contract RWC 2020

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The duty of Contractor to indemnify and save harmless as set fortb by this Section shall include the duty to defend as set forth in Section 2779 of the California Civil Code. S. Equipment and Materials. Contractor at its sole cost and expense shall provide and furnish all tools, labor, materials, equipment, transportation services and any other items (collectively, "Equipment") which are required or necessary to perform the Services in a manner which is consistent with generally accepted standards of the profession for similar services. Notwithstanding the foregoing, District shall not be responsible for any damages to persons or property as a result of the use, misuse or failure of any Equipment used by Contractor of the Contractor Parties, even if such Equipment is furnished, rented or loaned to Contractor or the Contractor Parties by District. Furthermore, any Equipment or workmanship that does not conform to the regulations of this Agreement may be rejected by District and in such case must be promptly remedied or replaced by Contractor at no additional cost to District and subject to District's reasonable satisfaction. 9. Insurance. Without in any way limiting Contractor's liability or indemnification obligations set forth in Paragraph 7 above, Contractor shall secure and maintain throughout the term of this Agreement the following insurance: (i) comprehensive general liability insurance with limits of not less than $1,000,000.00 each occurrence and $2,000,000.00 in the aggregate; (ii) commercial automobile liability insurance with limits not less than $1,000,000.00 each occurrence and $2,000,000.00 in the aggregate, if applicable; and (iii) worker's compensation insurance as required by Labor Code section 3200, et seq., if applicable; and neither Contractor nor any of the Contractor Parties shall commence performing any portion of the Services until all required insurance has been obtained and certificates indicating the required coverages have been delivered to and approved by District. All insurance policies shall include an endorsement stating that District and District Parties are named additional insureds. All of the policies shall be amended to provide that the insurance shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to District. If any of the required insurance is not reinstated, District may, at its sole option, terminate this Agreement. All of the policies shall also include an endorsement stating that it is primary to any insurance or self-insurance maintained by District and shall waive all rights of subrogation against District and/or the District Parties. A copy of the declarations page of Contractor's insurance policies shall be attached to this Agreement as proof of insurance. 10. Independent Contractor Status and Disclosure Regarding STRS/PERS Retirees. Contractor, in the performance of this Agreement, shall be and act as an independent contractor. Contractor understands and agrees that s/he and the Contractor Parties shall not be considered officers, employees, agents, partners, or joint ventures of District, and are not entitled to benefits of any kind or nature normally provided to employees of District and/or to which District's employees are normally entitled. The parties acknowledge that the District periodically reports to the California State Teachers' Retirement System(S'I'RS) and the California Public Employees' Retirement System (PERS) earnings paid to individuals receiving retirement benefits under STRS and PERS and that the District may be obligated to report earnings of independent contractors and their employees who are receiving STRS or PERS retirement benefits. Therefore, prior to providing any services under this Agreement, Contractor shall provide written notice to the District of all employees and subcontractors of the Contractor who aro receiving STRS or PERS retirement benefits and who will provide services to the District under this Agreement. Thereafter, during the tent of this Agreement, Contractor shall provide written notice to the District within five (5) business days of becoming aware of any additional employees or subcontractors of Contractor providing services under this Agreement who are receiving STRS or PERS retirement benefits. Contractor shall take reasonable measures to determine whether its employees providing services under this Agreement are receiving STRS or PERS retirement benefits. 11. Taxes. All payments made by District to Contractor pursuant to this Agreement shall be reported to the applicable federal and state taxing authorities as required. District will not withhold any money from compensation payable to Contractor, including FICA (social security), state or federal unemployment insurance contributions, or state or federal income tax or disability insurance. Contractor shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to Contractor and the Contractor Parties and otherwise in connection with this Agreement, 61192a19 TC - RWC mm Contra=