professional services contract - khadra international dance theatre
professional services contract - khadra international dance theatre
professional services contract - khadra international dance theatre
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(rnt().<br />
Bo"r9··0ffic~.··W~~:·.L~gj~Ii;!\iiy.~.F'jlE! •••<br />
File IDNumber<br />
Introduction Date<br />
08-3118<br />
·3 - IL -0"T<br />
Enactment Number<br />
Enactment Date<br />
~emo"G<br />
From ir<br />
Board Meeting Date<br />
Subject<br />
Action Requested<br />
Background<br />
A one paragraph<br />
explanation of why<br />
the consultant's<br />
<strong>services</strong> are needed.<br />
Discussion<br />
One paragraph<br />
summary of the<br />
scope of work.<br />
Recommendation<br />
Fiscal Impact<br />
Attachments<br />
www.ousd.k12.ca.us<br />
Board of Education<br />
nt<br />
~ OAKLAND UNIFIED<br />
~ SCHOOL DISTRICT<br />
every student. every classroom. every day,<br />
Professional Services Contract - Khadra International Dance Theatre<br />
(<strong>contract</strong>or) . Joaquin Miller Elementary School (site/department)<br />
Approval of <strong>professional</strong> <strong>services</strong> <strong>contract</strong> between Oakland Unified School<br />
District and Khadra International Dance Theatre. Services to be primarily<br />
provided to Joaquin Miller Elementary School for the period of January 15.<br />
2009 through June 12. 2009.<br />
Consultant <strong>services</strong> are needed to expose students to performing arts,<br />
specifically culturally <strong>dance</strong> to allow students to learn about various cultures<br />
around the world.<br />
Consultant will provide technical assistance and tutor students in <strong>dance</strong> 8:<br />
<strong>theatre</strong> arts. Consultant will work with teachers and students to integrate arts<br />
education.<br />
Approval of <strong>professional</strong> <strong>services</strong> <strong>contract</strong> between Oakland Unified School<br />
District and Khadra International Dance Theatre. Services to be primarily<br />
provided to Joaquin Miller Elementary School for the period of January 15.<br />
2009 through June 12. 2009.<br />
Funding source General Purpose not to exceed $7.600.00<br />
• Professional Services Contract including scope of work<br />
• Fingerprint/Background Check Certification<br />
• Insurance Certification<br />
• TB screening documentation<br />
• Statement of qualifications
AMENDMENT NO. 1 TO<br />
PROFESSIONAL SERVICES CONTRACT<br />
This Amendment is entered into between the Oakland Unified School District (QUSD) and _B_ro_o_k_e_B:..y_rn_e<br />
__ --' _<br />
Joaquin Miller Elementary School (CONTRACTOR).OUSDenteredinto an Agreementwith<br />
CONTRACTOR for <strong>services</strong> on July 2 , 20~, and the parties agree to amend that Agreement as follows:<br />
1. Services: El The scope of work is unchanged. 0 The scope of work has changed.<br />
If scope of work changed: Provide brief description of revised scope of work including description of expected final results,<br />
such as <strong>services</strong>, materials, products, and/or reports; attach additional pages as necessary. Attach revised scope of work.<br />
The CONTRACTOR agrees to provide the following amended <strong>services</strong>:<br />
I I<br />
2. Terms (duration): D The term of the <strong>contract</strong> is unchanged. [2] The term of the <strong>contract</strong> has changed.<br />
If term is changed: The <strong>contract</strong> term is extended by an additional 6 months<br />
(days/weeks/months), and the amended expiration date is June 12 ,2009<br />
3. Compensation: D The <strong>contract</strong> price is unchanged. o The <strong>contract</strong> price has changed.<br />
If the compensation is changed:<br />
The <strong>contract</strong> price is amended by<br />
[{] Increase of $3800.00 to original <strong>contract</strong> amount<br />
o Decrease of $ to original <strong>contract</strong> amount<br />
and the new <strong>contract</strong> total is seventy six dollars ($ 7,600.00 )<br />
4. Remaining Provisions: All other provisions of the Agreement, and prior Amendment(s) if any, shall remain<br />
unchanged and in fui! force and effect as originally stated.<br />
5. Amendment History:<br />
[(] There are no previous amendments to this Amendment. D This <strong>contract</strong> has previously been amended as follows:<br />
No. Date General Description of Reason for Amendment<br />
$<br />
$<br />
$<br />
Amount of<br />
Increase (Decrease)<br />
6. Approval: This Agreement is not effective and no payment shall be made to Contractor until it is approved. Approval requires<br />
signature by the Board of Education or State Administrator (or designee).<br />
Khadra International Dance Theatre<br />
State Administrator Date<br />
President I<br />
Board of Education<br />
Secretary,<br />
Board of Education<br />
Date<br />
Date<br />
cBiiar.d:MCil:liJSiii'l;eoIsllithie'F.ile:liifO'!::c·:':::·"-::"·<br />
Fiie 10Number rh
EXHIBIT A- SCOPE OF WORK<br />
Instructions: Describe: (1) the exact nature of the <strong>services</strong> that will be performed under this <strong>contract</strong>; (2) any deliverables to be<br />
produced by the <strong>contract</strong>or and any delivery schedule; and, (3) the goals of this <strong>contract</strong>. Be specific in the description so that all<br />
parties have a clear understanding of the expectations of 1Mlrk to be completed. Check the box at the bottom of the Services<br />
paragraph in the Contract to indicate an "Exhibit A" is attached.<br />
Contractor Name: khlJitn' JIikcnahonu herr I, Thwre..-<br />
(;,c;J ~ klWvi wW Pftyik ~ ~ 5~ wit:A ~J<br />
fechlJiuJ w&/~a)f'l' ~ ~ CIl ~<br />
~!tuI:JM;W ~.~ ~<br />
~fht~,<br />
~ tVul WnIu. WttA~s J ~ . £fWtR W) M_<br />
·;.ft,U( WU/L ~(/IO{ hbu~-ro-fd .)/<br />
. I I.<br />
~ ~ Ma ~ LV1;It fAdtvut MdtAL<br />
h~~ ~jWMtJJJrJ~.<br />
. ,<br />
. I<br />
~ ~ lffJwvjS 5~<br />
,11j hMfu j W'J!. j ~<br />
/Jj ~ /( aM. / .5~
PROFESSIONAL SERVICES CONTRACT<br />
AMENDMENT ROUTING FORM<br />
Basic Directions<br />
Services beyond the original <strong>contract</strong> cannot be provided until the amendment has been fully approved and the Purchase<br />
Order amount has been increased by Procurement.<br />
1. Contractor and OUSD <strong>contract</strong> originator reach agreement on modification to original <strong>contract</strong>.<br />
2. Contractor and OUSD <strong>contract</strong> originator complete amendment together. Please insert the amendment number (Le.<br />
if this is the first amendment enter "1/ second enter "2/ etc.) at the top of the amendment.<br />
3. If <strong>contract</strong> total amount has increased, OUSD <strong>contract</strong> originator creates new requisition with the original PO<br />
number referenced in the item description.<br />
4. OUSD <strong>contract</strong> ori9i~ator submits amendment packet for approval within two weeks of creating the requisition<br />
When the <strong>contract</strong> amendment is approved Procurement will add additional funds to the original Purchase Order.<br />
,<br />
Attachment [{]Contract amendment packet including Board Memo and amendment form<br />
Checklist DScope of work, if changed<br />
[{]Copy of original <strong>contract</strong><br />
Dlf amendment increases <strong>contract</strong> total for independent consultant over $50,000 include proof of insurance<br />
Dlf additional consultants will be working on site, attach agency letter verifying additional consultants have<br />
met the Finaercrintina/Backaround Investiaation and have a neaative tuberculosis status.<br />
Contractor Name Khadra International Dance Theatre A enc 's Contact<br />
OUSO Vendor 10 # 1001001 Titie Director<br />
Street Address 5809 Mission Street City San Francisco 94112<br />
Telephone 1415-601-0255<br />
Email potamaki@aol.com<br />
Compensation and Terms - Must be within the OUSD Billing Guidelines<br />
Original Contract Amount $ 3,800.00 Original PO Number P0901995<br />
Amended Amount $ 3.800.00 New Requisition # R0902330<br />
New Total Contract Amount $ 7,600.00<br />
2. Signature<br />
3.<br />
4.<br />
5.<br />
Signature (if using multiple restricted resources)<br />
Signature<br />
Signature<br />
Legal Required if not usin<br />
Procurement Date Received<br />
A999069.P001 Rev. 7131/08 THIS FORM IS NOT A CONTRACT<br />
Date Approved<br />
Date Approved<br />
PO Number
PURCHASEORDER<br />
OAKLAND UNIFIED SCHOOL DISTRICT<br />
PURCHASING DEPARTMENT<br />
900 HIGH STREET OAKLAND, CALIFORNIA94601<br />
FAX: (510) 879-1857<br />
ORDER MUST BE RECEIVED IN OAKLAND USD WAREHOUSEBY<br />
06/30/09 ,OR ORDER WILL BE RETURNEDTO VENDORAT<br />
VENDOR'S EXPENSE<br />
• SHOW PURCHA.SE OROE:R NUMBER AND ITEM NUMBER ON ALL CORRESPONDENCE, INVOICES, At,iO PACKAGES,<br />
• ALL GOODS AND SERVICES MUST BE AS SPECIFIED. DO NOT SUBSTITUTE.<br />
• MAIL INVOICE IN DUPLICATE TO: OAKLAND UNIFIED SCHOOL DISTRICT<br />
VENDOR:<br />
ACCOUNTS PAYABLE<br />
1025-2NDAVENUe<br />
OAKLAND CA 94606<br />
SHIP TO:<br />
Item<br />
No.<br />
1001001<br />
KHADRA INTERNATIONAL INC<br />
DANCE THEATRE<br />
5809 MISSION STREET<br />
SAN FRANCISCO CA 94112<br />
M1 (415) 337-2914<br />
Quantity<br />
001 3,800 EA<br />
Unit<br />
Description of Articles or Services<br />
Del<br />
Dare<br />
Consultant <strong>contract</strong> with Khadra<br />
International Dance Theatre to provide<br />
school teachers with technical advice,<br />
dnace instruction, and costuming ideas<br />
inlearning <strong>dance</strong>s representing various·<br />
cultural themes.<br />
NOTICE TO VENDORS:<br />
Vendor agrees, by supplying the producl(s) andlor seMce(s) requested in this purchase<br />
order, to defend, Indemnify and hold harmless the District, Its Board of Education. officers,<br />
employees, agents from an.y and aI/losses or injuries, however caused, resulting from any<br />
defects in, or aelivery of, the product(s) supplied, or negligence in providing tha service(s).<br />
AFFIRMATIVE ACTION:<br />
The seller shall not discriminate a~ainst any employee or applicant for employment<br />
because of race, creed, sex, non-rmpairiog handicap, color, or national origin and shall<br />
insure compliance wnh all provisions of EXecutiveOrder No. 11246 (as amended by<br />
Execuliye.9~~er.No. 11~7':». Failu.~eto comply si1a'!be considered cause for not<br />
r#;I::~t~:;lijll#;jI!"<br />
R0900579<br />
PAYMENTCANNOTBEGUARANTEEDIFSHIPPEDTOADDRESS<br />
OTHERTHANBELOW.FORPROMPTPAYEMENT,ITEMSON<br />
INVOICE MUST BE IN SAME SEQUENCE AS ITEMS ON PURCHASE<br />
JOAQUIN MILLER ELEMENTARY SCHOOL<br />
5525 ASCOT DRIVE<br />
OAKLllND CA 94611<br />
PHONE: (510) 879-1420<br />
FAX: (510) 879-1429<br />
SITE CONTACT: JOHNSON.. SHAUNA<br />
tlid<br />
___________ Quo'e# _<br />
Buyer Phone#: (510)<br />
"<br />
.-1 /,:Xh' ;,/'<br />
~'-',. -'" -- / ~.Jj '-"LA:.,"-<br />
Unit Price<br />
NETTOTAL ....<br />
Tow Price<br />
1.00 3,800.00<br />
3,800.00<br />
Buyer Name: PROCUREMENT MGR. TONIE IRVING<br />
879-8375<br />
DIRECTOR OR DESIGNEE OF PURCHASING'<br />
l ,lS£P 1 7 2008<br />
~::l .. -C(''':f /\-~~~5,~.~-.,<br />
DATE
PROCUREMENT & DISTRIBUTION SERVICES<br />
Dear Khadra International Inc,<br />
Professional Services Contract Approval Letter<br />
In regards to: Consultant Work in the Oakland District for the Current Fiscal School Year<br />
~ OAKLAND UNIFIED<br />
~ SCHOOL DISTRICT<br />
expect Success<br />
every student, every classroom. every day.<br />
Sep.19,08<br />
Your request to work in the Oakland Unified School District as a Consultant for the 2008- 2009<br />
Fiscal School Year has been approved. Accordingly, you have provided all required information;<br />
therefore, you are now cleared to begin consultant <strong>services</strong> at:<br />
Name of school site / central office (service area): Joaquin Miller Elementary School<br />
Work to begin: 07/02/2008<br />
Work to end: 12/10/2009<br />
Please contact the site administrator to arrange a start date as indicated in your <strong>contract</strong>.<br />
Thank you for agreeing to provide <strong>services</strong> for the students of Oakland. The Procurement &<br />
Distribution Office looks forward to working with you this school year. Please do not hesitate to<br />
contact us at (510) 879-8373 if you and/or your company are unable to execute this <strong>contract</strong>.<br />
TI - Procurement Manager<br />
RB - Contract Buyer<br />
cc: Originator and / or Site Administrator<br />
Consultant Clearance Letter<br />
Sincerely,<br />
fJo.vt~tJr<br />
900 High Street. Oakland, CA 94601-4405 510.879.8373 • 510.879.1857 (I)<br />
www.ousd.k12.ca.us
Oakland Unified School District<br />
Purchase Requisition Copy<br />
FUJ{CI lASt REQLJSITION COPY<br />
VENDOR ADDRESS:<br />
KHADRA INTERNATIONAL,<br />
DANCE THEATRE<br />
5809 MISSION STREET<br />
SAN FRANCISCO, CA 94112<br />
SHIP TO:<br />
CONTACT:<br />
1001001 ORGANIZATION NAME:<br />
REQUEST NO.: R0902330<br />
DATE: 10117/2008<br />
EST. DELIVERY 10117/2008<br />
END USE:<br />
BID NUMBER:<br />
PO TYPE: CONTRACT<br />
It m N • Ot Untt Desert tlon Or Kev Unit Prfce Chars ..c Tax Tntal<br />
0001 3,800 EA PO#901995-CONTRACT AMENDMENT<br />
to increase the PO from<br />
$3800.00 to $7600.00. Contractor will<br />
work from 7/2/08-6/12/09. Khadra will<br />
provide teachers and students with<br />
support technical advice and costuming<br />
ideas in learning ntemational/cultural<br />
<strong>dance</strong>s representing countries around<br />
the world. Khadra will work in<br />
sessions with teachers by grade level &<br />
will conclude with a recital.<br />
1421110101 5825 1.00 0,00 0.00 3,800.00<br />
PURCHASE REQUISITION TOTAL 3,800.00 I
~~~~::<br />
P6qOI~qS<br />
The signature approval sheet is on the next page.<br />
i:ii\SiIj ·J1 ..., .<br />
·.i~RiililiiW~Mi .. ... Sliliillliid.1Il tiikicilail, ·R~i& .j<br />
;!!f~!1;d~~ ···.·.··#~fW¥!~~*'$~ ..~~~~~·9ijli~~.W~%~C
Oakland Unlfled School District<br />
9QQ High Street, Oakland, Ca. 94601<br />
EMPLOYEE I CONTRACTOR CLASSIFICATION CHECKLIST<br />
The guidelines provided below will assist the Oakland Unified School District in determining whether the<br />
individual(s) performing the <strong>services</strong> should be classified for federal, state and FICA tax purposes as an<br />
employee of the District or as an independent <strong>contract</strong>or.<br />
.<br />
I. Relationship with the District<br />
-<br />
( ) y p y<br />
B. Is it currently expected that the District will hire this individual(s) as an<br />
employee immediately following the termination of these <strong>services</strong>?<br />
C. During the 12 months prior. did the individual(s) work as an, employee of the<br />
District?<br />
v'<br />
V<br />
II. Individuals not covered under Section I<br />
. Does the individual(s) provide the same or similar <strong>services</strong> to other entities or<br />
to the general public as part of a trade or business?<br />
B. ill the department provide the individual(s) with specific instructions regarding<br />
performance of the required work as opposed to relying upon the individual's<br />
expertise?<br />
C. Services are performed for two or more different clients within a one year<br />
period.<br />
D. Does the individual(s) have all tools or equipment necessary to perform<br />
<strong>services</strong> (inclUding computer)?<br />
E. Income tax returns in the name of the business or business Schedule C were<br />
filed in the previous year if the <strong>contract</strong>or performed <strong>services</strong> during the year.<br />
F. Is the individual(s) allowed to set his/her own daily work schedule?<br />
G. Services are carried out at a location separate from a District location?<br />
H. Does individual(s) use Commercial advertising or business cards?<br />
Prepared by: (Print PrincipaVAdminislralor Name) M4 tJ (70 IG?<br />
Signed by: (PrincipaVAdministralorSignalure) -.il~~a~' 'D~te: 4 g; 07<br />
Approval to process as a Contractor:<br />
.\:Ok~~~~~'~'<br />
~-"'-"/',(<br />
!' ..t .)rf."<br />
Procurement Office: ---""' .•"' .. _,=.,,,,-.'-1 ...., -,'_, '-,,~, ",-,.......c' z,__'! '_!·"""iJlattr:. _<br />
YES<br />
I<br />
I<br />
NO<br />
,SEP l'l 2008
Oakland Unl'fied School District<br />
900 High Street, Oakland, Ca. 94601<br />
Contracts Approval Signature Routing Page<br />
Steps: Please refer to the chart below for the correct order for processing and routing<br />
signatures and approvals<br />
School Site Contract Central Office Contract<br />
1. Principal/ Oriainator 1. Oriqinator<br />
2. NExO 2. Fiscal/ SA<br />
3. Compliance (if applicable) 3. Compliance (if applicable)<br />
4. Procurement & Distribution 4. Procurement & Distribution<br />
~1Ei
· Oakland Unlfled School District<br />
900 High Street, Oakland, Ca. 94601<br />
OUSD ADMINISTRATOR I CONTRACTOR<br />
CONFLICT OF INTEREST FORM<br />
The Contractor shall abide by and be subject to all applicable OUSD policies, regulations,<br />
statutes or other laws regarding conflict of interest. Contractor shall not hire any officer or<br />
employee of the District to perform any service covered by this Agreement.<br />
Contractor affirms to the best of his/her knowledge, there exists no actual or potential conflict of<br />
interest between Contractor's family, business or financial interest and the <strong>services</strong> provided<br />
under this Agreement, and in the event of change in either private interest or <strong>services</strong> under this<br />
Agreement, any question regarding possible conflict of interest which may arise as a result of<br />
such change will be brought to the District's attention in writing.<br />
Contractor warrants that it has not directly or indirectly offered or given, and will not directly or<br />
indirectly offer or give, to any employee, agent, or representative of the District any cash or noncash<br />
gratuity or payment with view toward securing any business from the District or influencing<br />
such person with respect to the conditions, or performance of any <strong>contract</strong>s with or orders from<br />
the District, including without limitation this <strong>contract</strong>.<br />
Any breach of this warranty shall be a material breach of each and every <strong>contract</strong> between the<br />
District and the Contractor. Failure to comply with the provisions of this section shall constitute<br />
grounds for immediate termination of this agreement, in addition to whatever other remedies the<br />
District may have.<br />
Contractor Signature --.-J£I-"''---l--'--'
OAKLAND UNIFIED SCHOOL DISTRICT<br />
1025 Second Avenue, Oakland, CA 94606<br />
PROFESSIONAL SERVICES CONTRACT I ~tre-<br />
This Agreement is entered into between the Oakland Unffied School District (OUSD) and I4Jtldva fl'1t I '!7tlne.c (CONTRACTOR). OUSD is<br />
authorized by Government Code Section 53060 to <strong>contract</strong> for the furnishing of special <strong>services</strong> and advice in financial. economic, accounting,<br />
engineering, legal, and administrative matters with persons specially trained, experienced, and competent to perform such <strong>services</strong>.<br />
CONTRACTOR is specially trained, experienced, 'and competent to provide such <strong>services</strong>. The parties agree as follows:<br />
1. Services: CONTRACTOR agrees to provide the following <strong>services</strong>. (Provide full description of expected final results, such as <strong>services</strong>,<br />
materials, produ~, rOd/or reports;attach additional pages as necessary.<br />
tzL IV,1 VIde.- 11001 tic.4WV' btl .<br />
OThe scope of work is attached as Exhl it A (incorporated by reference 0 the extent that it is subordinate to a<br />
2. Terms: CONTRACTOR shall commence work on.2J ~20m The work shall be completed no later than I'J. t to 20"OC"'.<br />
3. Compens~li~n' 0USO
Professional Services Contract<br />
Page2of2<br />
8. FingerprintinglTB Clearance: Education Code 45125.1 and 49406 require that employees of entities providing certain <strong>services</strong> to<br />
school districts must have a tuberculosis clearance and be fingerprinted by the California Department of Justice for a criminal records<br />
check, unless OUSD SG determines, in its sole discretion, that CONTRACTOR and/or its employees will have limited contact with pupils.<br />
The fingerprint clearance is required every fiscal school year and the tubercolosis clearance is good for every 4 years.<br />
a. OUSD Determination of Fingerprinting Requirement Application:<br />
OUSD has considered the totality of the circumstances concerning the Project and has detennined that CONTRACTOR and<br />
CONTRACTOR's employees are: (OUSD State Administrator (or her Designee) must initial one olthe following)<br />
!XlCONTRACTOR is subject to the fingerprinting requirements of Education Code 45125.1 and/or 45125.2, and Paragraph B (below) is<br />
~cable. .<br />
UCONTRACTOR is NOT SUbject to the fingerprinting requirements of Education Code 45125.1 or 45125.2, and Paragraph C (below)<br />
is applicable.<br />
b. If OUSD detennines fingerprinting is required, CONTRACTOR expressly acknowledges that: (1) CONTRACTOR and all of its<br />
employees or sub consultants (hereinafter collectively "employees') working on the school site must submit or have submitted fingerprints<br />
in a manner authorized by the Department of Justice, together with the requisite fee as set forth in Education Code Section 45125.1; (2)<br />
CONTRACTOR shall not permit any employee to come in contact with students until the Department of Justice has ascertained that the<br />
employee has not been convicted of a serious or violent felony; (3) CONTRACTOR shall certify in writing to OUSD that none of its<br />
employees who may come in contact with students have been convicted of a serious or violent felony; and (4) CONTRACTOR shall<br />
provide to OUSD a list of names of its employees wIho may comein contact with students. If OUSD in its sale discretion, at any time during<br />
the tenn of this Agreement, requests the removal of anyperson Working for CONTRACTOR, CONTRACTOR shall immediately remove<br />
such person or persons from OUSD's site. The CONTRACTOR IS required to fulfill th~se requirements at its own expense.<br />
c. Even if OUSD has determined that fingerprinting is not required, CONTRACTOR expressly acknowledges that the following conditions<br />
shall apply to any work perfonned by CONTRACTOR and/or its employees on an OUSDsit¢: (1) CONTRACTOR and its employees shall<br />
check in with the main office on site each day immediately upon arrival; (2) CONTRACTOR and its employees shall inform site office staff<br />
of their proposed activities and location on the site; (3) once at such location, CONTRACTOR and its employees shall not change locations<br />
without contacting the site office; (4) CONTRACTOR and lts employees shall not use student restroom facilities; and (5) if CONTRACTOR<br />
and/or its employees find themselvesalone with a student, CONTRACTOR and its employees shallirnmedlately contact the site office and<br />
request that a member of the OUSP staff be assigned to the work location.<br />
9. Licenses and Permits: CONTRACTORshall obtain and keep in force all licenses, permits, and certificates necessary for the<br />
performance of this Agreement<br />
10. Assignment: The obligations of CONTRACTOR under this Agreement shall not be assigned by CONTRACTOR without the express<br />
prior written consent of OUSD.<br />
11. Non·Discrimination: CONTRJI(;TOR shall not engage in unlawful discrimination in the employm~nt of persons because of race, color,<br />
national origin, age, ancestry, reli~,!~_~'sexmarital status, medical condition, or physical handicap.;",·'<br />
12. Indemnification: CONTRAcTOR~greesto hold harmless, indemnify, and defend OUSD an~.~s officers, agents, and employees from<br />
any and all claims or losses accruing,.Qf resulting 'from injury" damage, or death of any person-firm, or corporation in connection with the<br />
performance of this Agreement CONTRACTOR also agrees to hold harmless. indemnify, ap~:defend OUSD and its officers, agents, and<br />
employees from any and all claims or lossesincurred by any supplier, <strong>contract</strong>or, or sub<strong>contract</strong>or furnishing work, <strong>services</strong>, or materials to<br />
CONTRACTOR in connection with the performance of this Agreement. This provision ~yrv.J\ies tennination of this Agreement.<br />
13. Copyright: Any written product produced underihisAweement shall be theprop~!"tY of OUSD. OUSD shall have the right to secure a<br />
copyright and the product may not be used, in any manri~r,wi\bout9U.§D's.~titten permission.<br />
14. Waiver: No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other<br />
right or prevent a similar subsequent act from constituting a violation of the Agreement.<br />
15. Termination: OUSD may at any time terminate this Agreement upon written notice to CONTRACTOR. OUSD shall compensate<br />
CONTRACTOR for <strong>services</strong> satisfactorily provided through the date of tennination. In addition, OUSD may terminate this Agreement for<br />
cause should CONTRACTOR fail to perform any part of this Agreement. In the event of termination for cause, OUSD may secure the<br />
required <strong>services</strong> from another <strong>contract</strong>or. If the cost to OUSD exceeds the cost of providing the <strong>services</strong> pursuant to this Agreement,<br />
CONTRACTOR shall pay the additional cost.<br />
16. Litigation: If any litigation is initiated to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorney's<br />
fees and costs. This Agreement shall be perfonned in Oakland, CA and is governed by the laws of the State of California.<br />
17. Completeness of Agreement: This Agreement constitutes the entire understanding of the parties and any changes shall be agreed to<br />
in writing, There are no oral agreements regarding the SUbject of this Agreement not contained herein.<br />
18. Approval: This Agreement is not effective and no payment shall be made to Contractor until ~ is approved. Approval requires signature<br />
by the State Administrator (or her designee),<br />
Oakland Unified School District:<br />
B'<br />
Dr. Kimberly Statham, Ph.D. - State Administrator<br />
Date<br />
7