Agmt17 Peninsula Humane Society/SPCA

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ORIGINAL AGREEMENT FOR CONSULTANT SERVICES Peninsula Humane Society/SPCA THIS AGREEMENT is made and entered into as of the 4kday of 2017, by and between the CITY OF REDWOOD CITY, a charter city and municipal corpo ion f the State of California ("City"), and Peninsula Humane Society/SPCA, a 501(c)(3) 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. Scone 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. 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 Agreement will be effective for a period of one year from the date first above written unless terminated earlier by City. The agreement shall renew automatically on an annual basis unless terminated by either party. 3. Compensation. No fee shall be payable for the Services to be performed. 4. Status of Consultant. Consultant 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 to the extent such claims arise out of the performance of the Services and to the extent such claims are caused by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor of Consultant, 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 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 Agreement. 6. Insurance. Consultant shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A-: VII". 6.1 Coveraces and Limits. Consultant, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. REV: 04-03-1715 Page 1 of 5 ATTY/AGR.2017.068/Peninsula Humane Society - Paws for Tales