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2. Services. The Redwood City School District Community Schools will provide the following <br /> Services and activities listed below: <br /> a. Educational Equity trainings and coaching to leaders and staff; and <br /> b. Leadership Academy in order to be able to enhance capacity of parents for working as <br /> partners with schools and local sites, and across sites; and <br /> c. Outreach to community members to promote participation in events and other activities; and <br /> d. Drop-in visits at Community Schools. <br /> 3. Fundin . Redwood City 2020 will pay to the RCSD a total amount of $20,000 to fund the <br /> Redwood City School District Community Schools for FY2012-2013. No other compensation for the <br /> Services will be allowed, except for items covered by subsequent amendments to this Agreement. <br /> 4. Status of Redwood Citv Communitv Schools. Redwood City School District Community <br /> Schools will perform the Services as an independent contractor and not as an employee of City or <br /> Redwood City 2020. <br /> 5. Indemnification. RCSD will defend, indemnify and hold harmless City and its City Council, <br /> officers, officials, agents, employees and volunteers and Redwood City 2020 and its o�cers, agents, <br /> employees, and volunteers, from and against all claims, litigation, damages, losses and expenses <br /> including attorney fees arising out of the performance of the Services, caused in whole or in part by <br /> the willful misconduct or any negligent act or omission of the Redwood City School District Community <br /> Schools, any subcontractor, anyone directly or indirectly employed by any of them or anyone for <br /> whose acts any of them may be liable, except where caused by the sole negligence or willful <br /> misconduct of City or Redwood City 2020. <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 discussion, and <br /> 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 to or <br /> contemplated by it, along with the purchase order for this Agreement and its provisions, embody the <br /> entire Agreement and understanding between the parties relating to the subject matter of it. In case of <br /> conflict, the terms of the Agreement supersede the purchase order and any other attachment or <br /> exhibit. Neither this Agreement nor any of its provisions 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 have the <br /> legal power, right and actual authority to bind the Parties to the terms and conditions of this <br /> Agreement. <br /> REV:05-17-13 MLG <br /> Page 2 of 3 <br /> ATTY/AGR/2013.084/RCSD COMMUNITY SCHOOLS UWBA <br />