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Or-' "'\ n f\l . ~\,,"i ~ ~ b \lh~~ . AGREEMENT FOR CONSULTANT SERVICES (ACTERRA) THIS AGREEMENT is made and entered into as of the ~day of March, 2010, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and Acterra, a nonprofit organization, ("Consultant"). RECITALS City requires certain consulting services. Consultant has the necessary experience in providing these professional services, has submitted a proposal to City, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. Consultant agrees to perform those services (the "Services") that are defined in Exhibit "A," attached hereto and incorporated herein by reference. In the event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. 2. Term. Unless earlier terminated, this Agreement will be effective for a period of six months from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be Seven Thousand Five Hundred Dollars ($7,500). Payment will be made pursuant to the terms of Exhibit "A." No other compensation for the Services will be allowed, except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold ten per~ent (10%} retention until City has accepted the Services specified in Exhibit "A." Pa.~ it b Ie. upoYl 1M vorce In 3 mo"1-~!/ fl 2pOD 1 V1. S fo. { ( Ih e ".-ts . A.... '" 9-/-- 4. Status of Consultant. Con'StJltant will perform the Services as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be under the control of City only as to the results to be accomplished. 5. Indemnification. Consultant will defend, indemnify and hold harmless City, and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of City. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, except for Workers Compensation and unless otherwise authorized and approved by the Risk Manager or the City Manager in consultation with the City Attorney. Workers Compensation limits, if applicable, will be set at those limits required by the California Labor Code. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as RDA Agreement under $1 OK City Attorney Approved Version 012710 1