Agmt12 Notre Dame Mission Volunteers RWC 2020

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ORIGINAL AGREEMENT FOR CONSULTANT SERVICES NOTRE DAME MISSION VOLUNTEERS THIS AGREEMENT is made and entered into as of the �o� day of February 2012, by and between the CITY OF REDWOOD CIl'Y, a charter city and municipal corporation ("City"), serving as fiscal agent for Redwood City 2020 and NOTRE DAME MISSION VOLUNTEERS (Notre Dame), a nonprofit organization ("ConsultanY') (collectively, the "Parties"). 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. Sco�e of Work. Consultant agrees to pertorm 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 qgreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Term. Unless earlier terminated, this P`yreement will be effecfive from date first above written until June 30, 2012. 3. Comoensation. The total fee payable for the Services to be pertormed will be $8,500.00 Payment will be made pursuant to the terms of Euhibit "A." No other compensation for the Services will be allowed, except for items covered by subsequent amendments to this qgreement. City reserves the right to Nrithhold a ten percent (10%) retention until Cily has accepted the Services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. Payment shall occur only after receipt by Cily of invoices sufficiently detailed to include ho�rly rates, hours worked, and tasks pertormed, unless otherwise agreed to by City. 4. Status of Consuttant. Consultant will pertorm the Services as an independent contractor and in pursud of ConsuftanYs independent calling, and not as an employee of Ciry. ConsuRant will be under the control of Cily onty as to the results to be accomplished. 5. Indemnification. Consultant will defend, indemniTy 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 ad 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, attorneys 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 Pyreement. 6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensa6on, 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 BesYs Key Agreementunder$10K 1 CiN Attorney Approved Version 012611