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Section 1.3 District and Partner Administrators. The representatives of the District identified
<br />in Exhibit "B" attached to this Agreement (each a "District Administrator") shall, on behalf of the District,
<br />be responsible for administering this Agreement and for monitoring, overseeing, evaluating, approving,
<br />and accepting the Services provided pursuant to this Agreement. The representatives of the Partner for
<br />all purposes of this Agreement and the Services (each a "Partner Administrator") are also identified in
<br />Exhibit B hereto. The Partner Administrators shall coordinate the performance of the Services with the
<br />District Administrators and shall direct any and all questions, submittals, and receivables to the District
<br />Administrators. For avoidance of doubt, no supplement, amendment, or other modification to this
<br />Agreement shall be valid or binding absent approval (whether directly or through delegation and
<br />ratification) by the Board of Education of the Santa Ana Unified School District ("District Board").
<br />Section 1.4 Coordination and Metrics. The Parties shall reasonably cooperate in scheduling
<br />and conducting monthly meetings, at mutually acceptable times and dates, of: (1) one or more of the
<br />District Administrators; (ii) other District representatives as the District deems appropriate and/or
<br />necessary; (iii) one or more of the Partner Administrators; and (iv) other Partner representatives as the
<br />Partner deems appropriate and/or necessary. The purpose of such monthly meetings shall be to
<br />coordinate and discuss the progress of the Services, as well as any potential or existing concerns or
<br />issues relating to the Services. The Parties shall establish mutually acceptable criteria and processes for
<br />ongoing program assessment and evaluation, which may include, but is not limited to, the District's
<br />assessment metrics and other metrics that may be applicable in connection with District, local, state, or
<br />federal programs. The Parties also shall, from time to time as determined appropriate by the District,
<br />review program content to ensure that the Partner's services and standards are aligned with the
<br />District's goals, including, but not limited to, its Local Control Accountability Plan ("LCAP").
<br />Section 1.5 Time is of the Essence. Time is of the essence with respect to the performance by
<br />the Partner of each and all of the Services and of the Partner's other obligations pursuant to this
<br />Agreement.
<br />Section 1.6 Labor, Materials, and Supplies. The Partner shall furnish, at its own expense, any
<br />and all labor, materials, equipment, supplies, and other things needed by the Partner to satisfactorily
<br />perform the Services in accordance with this Agreement.
<br />Section 1.7 Permits/Licenses. The Partner and, as applicable, its officers, employees,
<br />volunteers, agents, and other representatives (collectively, "Partner Staff") shall secure and at all times
<br />during performance of the Services shall maintain in effect any and all such certifications, permits,
<br />licenses and other authorizations as are required by law in connection with the performance of the
<br />Services.
<br />Section 1.8 Independent Contractor. For all purposes of this Agreement, the Partner shall be
<br />deemed and construed to be an independent contractor to the District. Neither the Partner nor any of
<br />the Partner Staff shall, as a result of this Agreement, be considered to be, or shall be authorized to act
<br />as, an officer or employee of the District. Except to the extent the Partner or any of the Partner Staff
<br />are, by virtue of this Agreement, considered to be an agent of the District, neither the Partner nor any of
<br />the Partner Staff shall be authorized to act on behalf of the District, and none of them shall suffer or
<br />permit any person or entity to persist in the apparent belief that any of them is an officer, employee, or
<br />agent of the District. In connection with the Partner Services and this Agreement, the Partner shall be
<br />fully responsible for the acts and/or omissions of the Partner Staff. Neither the Partner nor any of the
<br />Partner Staff shall, as a result of this Agreement, be entitled to benefits of any kind or nature normally
<br />District Agreement Number: 22/23-171 Page 2
<br />005382.0128Wquested Department: Carver Elementary School
<br />073334.2
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