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5. Indemnification. SUHSD will defend, indemnify and hold harmless City and <br /> its officers, agents, employees and volunteers and Redwood City 2020 and its <br /> officers, agents, employees, and volunteers, from and against all claims, damages, <br /> losses and expenses including attorney fees arising out of the perFormance of the <br /> Services, caused in whole or in part by the willful misconduct or any negligent act or <br /> omission of the Mental Health Clinician or SUHSD, any subcontractor, anyone <br /> directly or indirectly employed by any of them or anyone for whose acts any of them <br /> may be liable, except where caused by the sole negligence or willful misconduct of <br /> City or Redwood City 2020. <br /> The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br /> expense City incurs or makes to or on behalf of an injured employee under the <br /> City's self-administered workers' compensation is included as a loss, expense or <br /> cost for the purposes of this section. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 6. Termination. City or SUHSD may terminate this Agreement at any time after <br /> a discussion, and written notice to the other party. <br /> 7. Amendments. This Agreement may be amended by mutual consent the <br /> Parties. Any amendment will be in writing, signed by the Parties, with a statement of <br /> the changes in charges or time schedule. <br /> 8. Entire Aqreement. This Agreement, together with any other written document <br /> referred to or contemplated by it, along with the purchase order for this Agreement <br /> and its provisions, embody the entire Agreement and understanding between the <br /> parties relating to the subject matter of it. In case of conflict, the terms of the <br /> Agreement supersede the purchase order and any other attachment or exhibit. <br /> Neither this Agreement nor any of its provisions may be amended, modified, waived <br /> or discharged except in a writing signed by both parties. <br /> 9. Authori . The individuals executing this Agreement represent and warrant <br /> that they have the legal power, right and actual authority to bind the Parties to the <br /> terms and conditions of this Agreement. <br /> [Signatures on following pageJ <br /> -� :� <br /> ATTY/AGR/2014.027/SUHSD Mental Health Support 13-14 <br /> REV:03-04-14 MLG <br /> ., .. , . ,. ...� '� <br /> . Page 3 of 4 <br />