Agmt19 Sequoia Union High School District AOD contract RWC 2020

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005491 SEQUOIA UNION HIGH SCHOOL DISTRICT INDEPENDENT CONTRACTOR SERVICES AGREEMENT This INDEPENDENT CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into effective 6/27/2019 , (the "Effective Date"), by and between the Sequoia Union High School District ("District") and REDWOOD CITY 2020 and the City of Redwood City, acting as a fiscal agent for Redwood City 2020. ("Contractor"). I . Contractor Services. In consideration of the payments set forth herein and in Exhibit B, Contractor shall perform services for the District in accordance with the terms, conditions, and specifications set forth herein and in Exhibit A. 2. Contractor Oualifications. Contractor represents and warrants to District that Contractor and all of Contractor's employees, agents or volunteers (the "Contractor Parties") have in effect and shall maintain in full force throughout the Term of this Agreement all licenses, credentials, permits and any other legal qualifications required by law to perform the Services and to fully and faithfully satisfy all of the terms set forth in this Agreement. 3. Term. This Agreement shall begin on 7/1/2018 , and shall terminate upon completion of the Services, but no later than 6/30/2019 ("Term"), unless the Agreement is terminated sooner as set forth in Parma h0. below. There shall be no extension of the Term of this Agreement unless the extension is pursuant to a duly executed written amendment to this Agreement. 4. Termination. Either party may terminate this Agreement at any time by giving thirty (30) days advance written notice to the other party; however the parties may agree in writing to a shorter time period for the effectiveness of such termination. The District's Superintendent or the Superintendent's designee shall have the authority to terminate this Agreement on behalf of the District. Notwithstanding the foregoing, District may terminate this Agreement effective immediately and at any time by giving written notice to Contractor if Contractor materially breaches any of the terms of this Agreement, Contractor or the Contractor Parties commits any act or omission that exposes District to potential liability or may cause an increase in District's insurance premiums, Contractor is adjudged a bankrupt, Contractor makes a general assignment for the benefit of creditors, or a receiver is appointed on account of Contractor's insolvency. Such termination shall be effective immediately upon Contractor's receipt of said notice. 5. Availability of funds. The District may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of federal, state, or district funds, by providing written notice to Contractor as soon as is reasonably possible after the District teams of said unavailability of outside funding. 6. Payment In consideration of the Services described in this Agreement, District agrees to pay Contractor at the described in Exhibit B to this Agreement. The rate shall not be increased by Contractor over the course of this Agreement unless set forth in a duly executed written amendment to this Agreement. Total payment by District to Contractor shall not exceed $ 106,800.00 . District agrees to pay Contractor within sixty (60) days of receipt of an invoice from Contractor in a form reasonably acceptable to the District, including any additional supporting documentation reasonably requested by District. Any work performed by Contractor in excess of said amount shall not be compensated. 7. Indemnity. Each party shall defend, indemnify, and hold the other party harmless from and against any and all liability, loss, expense, including reasonable attorneys' fres, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent that such liability, loss, expense,attomeys' fees, or claims for injury or damages are caused by or result from the gross negligence or intentional acts of the indemnifying party, its officers, agents, or employees. 61792019 TC - RWC 2020 C"ntr"ct