Agmt25 San Mateo County Superintendet of Schools

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audit by agents of the San Mateo County Office of Education, TA, and/or the State of California. L. The Agency understands and agrees that it is liable for any audit exceptions or overpayments made in this or prior years. In addition to any other remedy or source of funds, the County Superintendent may recover any audit exceptions or overpayments from claims for reimbursement under this Agreement or any subsequent agreement to the extent of claimed reimbursements. 7. INDEMNIFICATION The Agency shall indemnify and hold harmless the County Superintendent and County Office of Education and its officers, employees and agents from any and all claims, suits, or actions of every name, kind, and description resulting from this Agreement or arising out of the Agency’s participation in the Safe Routes to School Program, including but not limited to participating in any trainings offered by the San Mateo County of Education, brought for, or on account of, any of the following: (A) injuries to or death of any person; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the County Superintendent and County Office of Education and/or its officers, employees, or agents. However, Agency’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which the County Superintendent and County Office of Education and/or its officers, employees, or agents have been found in a court of competent jurisdiction to be solely liable by reason of their own negligence or willful misconduct. The duty of Agency to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 8. TERMINATION A. The County Superintendent may terminate this Agreement for cause upon thirty (30) days’ written notice to the Agency, specifying the Agency’s breach of any of the terms of this Agreement. The Agency may cure the specified breach within the 30-day notice period. In the event that the Agency fails to cure or to commence to cure the specified breach within the 30-day notice period, the Agreement shall be terminated. Properly documented and submitted expenditures made prior to this written notice will be paid, in an amount not exceeding the Grant Award, by the County Superintendent. B. If any of the conditions contained in the Funding Terms and Conditions (Section 4, above) arise which warrant termination of funding, then this Agreement shall automatically be terminated as of the date funding is terminated. C. If the Agreement is terminated, the Agency shall cooperate with the County Superintendent to effectuate the termination, including copying any records deemed necessary by the County Superintendent. The Agency shall be paid according to the Funding Terms and Conditions (Section 4, above) for actual services rendered through the date of termination. ATTY/AGR.2025.030/San Mateo County Office of Education (SMCOE Orion School Project SRTS) (REV: 02-24-25 LF) (Page 4 of 9)Document Ref: RXKOC-YRJ5L-DGON3-IHA3N Page 4 of 9