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of Independent Contractor's name in conjunction with the sale, use, performance, and distribution of said
<br /> matters,for any purpose and in any medium. Initial if applicable( ).
<br /> ARTICLE II COMPENSATION
<br /> 1. District agrees to pay the Independent Contractor for Services satisfactorily rendered pursuant
<br /> to this Agreement a total fee not to exceed$50,000 . District shall pay Independent
<br /> Contractor pursuant to the following schedule or basis of compensation: two Invoices of$25,000 each,the first on
<br /> September 18 2026,and the second on May 15,2026.Payment based on approved Invoice will be paid net 30 upon completion of dellverables.
<br /> All travel expenses are included In the total amount.
<br /> District shall not be liable to Independent Contractor for any costs or expenses paid or incurred by Independent
<br /> Contractor in performing Services for District,except as follows:
<br /> ARTICLE III TERM,TERMINATION
<br /> l. This Agreement shall commence on the effective date, with Independent Contractor's Services
<br /> to commence on or about date signed by the Chancellor . All Services shall be completed by no later than
<br /> June 30,2026 at which time this Agreement shall expire, unless extended or modified by
<br /> mutual written consent and ratification of District's governing board.
<br /> 2. District may, at any time, with or without reason, terminate this Agreement and compensate
<br /> Independent Contractor only for Services satisfactorily rendered to the date of termination. Written notice by
<br /> District shall be sufficient to stop further performance of Service by Independent Contractor. Notice shall be
<br /> deemed.given when received by the Independent Contractor, or no later than three days after the day of mailing,
<br /> whichever occurs first.
<br /> 3. Upon termination of this Agreement for any reason(other than full and satisfactory completion
<br /> of Services) Independent Contractor shall not be entitled to any unearned fees or costs and shall be liable for
<br /> damages suffered by District due To Independent Contractor's failure to perform pursuant to this Agreement.
<br /> Upon such termination, District shall have no continuing obligation to make any payments to Independent
<br /> Contractor under this Agreement.
<br /> ARTICLE IV INDEMNITY AND INSURANCE
<br /> 1. Independent Contractor agrees to indemnify and hold harmless District, its trustees, officers,
<br /> agents, and employees from and against all'damages, liabilities, and costs, in law or in equity, including
<br /> attorneys' fees and costs, and other legal expenses, including litigation expenses, in any way related to any
<br /> actions or inaction of Independent Contractor or of any Officer, director, agent, or employee of Independent
<br /> Contractor. Independent Contractor shall indemnify, and hold harmless District, its trustees, agents, and
<br /> employees from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity,
<br /> including, without limitation, attorneys' fees, and other Iegal expenses, including Iitigation expenses,that may at
<br /> any time arise for any infringement (or alleged infringement) of any patent, copyright,trade secret, trade name,
<br /> trademark,or any other proprietary right of any person or entity in any way related to this Agreement.
<br /> 2. District may require Independent Contractor to provide District with evidence of Insurance in
<br /> the form of an Insurance Certificate and an Endorsement,with both documents naming the District, its Board of
<br /> Trustees, employees, and agents as additional insureds. The coverage amounts of such insurance, if necessary,
<br /> are identified as"Attachment 3"and are incorporated as a requirement of this Agreement.
<br /> IRV 44846-2096-4515 v2 -2-
<br /> CCCD Standard Short Form VC Agreement 02-2015 Rev.v.1
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