Agmt 21 Emergency Management Services

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REV: 10-04-2021 RL 3.Termination of Agreement This Agreement may be terminated by either party at any time upon thirty (30) days’ advance written notice to the other party. Upon termination, payment of all funds owing to the vendor will be paid by the City and RWC will pay any invoices issued by the City for work performed on its behalf by the vendor. Both Parties are to advise the other party immediately if funding will no longer be available for this Agreement. 4.Relationship of Parties Both Parties agree and understand that the services performed under this Agreement are performed as an independent contractor and not as an employee of the other party, and that neither the City, nor its employees, acquire any of the rights, privileges, powers, or advantages of RWC employees, and vice versa. The Parties further agree and understand that the services performed by the vendor under the attached Exhibit “B” are performed as an independent contractor and not as an employee of the City or RWC. 5.Performance of Work The vendor will perform no work on behalf of RWC or the Parties collectively unless and until RWC requests such work solely on its own behalf or expressly agrees to a request for work on behalf of both Parties in writing. For the purpose of agreeing to a request for work on behalf of both Parties in writing, electronic mail is deemed a sufficient writing. 6.Hold Harmless Both Parties shall indemnify and save harmless the other party and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services provided under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including either party’s employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; or (C) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of either party and/or its officers, agents, employees, or consultants. Both Parties agree that to indemnify and save harmless the other party under this Section shall not apply to injuries or damage for which the other party has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of both Parties to indemnify and save harmless, as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. City shall require the vendor to agree to the indemnification requirements set forth in Exhibit “B”. This hold harmless provision shall survive termination of this Agreement. 7.Insurance No work shall commence related to this Agreement unless and until all insurance required by the contract as outlined in Exhibit “B”, including Workers Compensation, Employers Liability, Commercial General Liability, Automobile Liability, and Professional Liability insurance has been obtained with the appropriate coverages and minimums have been approved by each party. The City shall require the vendor to agree to the insurance requirements set forth in Exhibit “B”. 8.Compliance with Laws All services to be performed pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations. Such services shall ATTY/AGR.2021.213/City of San Carlos (Page 2 of 11)