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QRIGIN/�L AGREEMENT F�R CONSULTANT SER1/ICES (Qptony,Inc.) THIS AGREEMENT is made and entered into.as af the�,�day of s��2 ,2Q14, by and between the CITY QF REQWOOD GITY, a charter city and municipal corporation of the State af Califomia�"City'),and�ptony, Inc.,("Consuttant"). RE ITALS G"rty requires esrtain consulting services. Consultant has the necessary experience in providing these professionai serviees, has submitted a proposal to City, and has affirtned its willingness and abitityto perfarm such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants cantained herein,the Parties agree as foltaws: 1. Scd�e of Work. Consultant agrees ta perform those servicss(the"Services")that are def'tned in Exhibit"A,"attached hereto and incorporated herein by reference. In the event of s conflict be#ween the provisions of E�chibit "A" and the terms of this Agreement, the terms of this Agreament shall prevaii.City shail have the right to modify the scope of work to delete tasks in whole or in part. 2 Term. Uniess eariier terminated, this Agreement will be effective for a period of twelve (12) months frvm the date first above vuritten. 3. Compensa#ian. The tota! fee payable for the Services to be performed will not e�cceed the amount of $10,OflU.UO. Payment will be made pursuant to the terms of Exhibit "A." No other compensation for the Services wiil be allowed, except for items cove�ed by subsequent amendments to this Agreement. City reserves the t�ght to withhoid a ten percent (10%} retention until Gity has accepted the Services specified in Exhibit °A." There shail be no additional charge for e�aenses unless agreed to by City. Payment shall occur oniy after receipt by City of invoices sufftcientiy detailed to include hourly rates,hours worked,and tasks performed,unless othervvise agreed to lay Ciry. 4. Status of Consultant. Consultant wil(perform the Services as an independent contracfior and in pursuit of ConsuttanYs independent calling, and not as an emplayee of City. Consultant will be under the control of Gity only as to the results to be acec�mplished. 5. Indemn�cat'ron. Consultant will defend, indemnify and hold harmiess City, and its t�tf'icers, agents, employees and volunteers from and against all claims, damages, losses and exp�nses inciuding attorney fees arising out of the {�rformance of the Services, caused in whole or in part by the willful misconduct ar any negligent act or omissian of the Consuitant, any subcantractor, anyone directly ar indirectly employed by any of them or anyone fo�whose ac#s any of them may be liable, except where caused by the sole negligence or wiliful misconduct of City. The Parties expressiy agree that any reasonabls payment, aftomey's fee, costs or expense Ci#y incurs or mak$s to or on behalf of an injured employee under the Gity's seif-administered workers' compe�satian is included as a loss, expense or cnst for the purposes of this section, and that this section wiil survive the expiratian or eariy termination of the Agreement. 6. Insurance. Consuitant shall obtain and maintain for the dura#ion of the Agreement and any and aN amendments, insurance against ciaims for injuries to persons or damage ta property which may arise out af or in connection with performance of the Services by Consultant or Gonsultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of no#less than"A-:VII". REV:Q9-04-14 MLG Page 1 of 6 ATTYlAGR.2014.162fOptony lnc.