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ORIGINAL AGREEMENT FOR ENVIRONMENTAL EDUCATION SERVICES Save The Bay Jq1J V THIS AGREEMENT is made and entered into as of the _2M_ day of November, 2009_, by and between the CITY OF REDWOOD CITY, altharter city and municipal corporation of the State of California ("City"), and Save The Bay, a non-profit organization ("Consultanfl) (collectively, the "Parties"). RECITALS City requires the professional services of a protection educational organization that is experienced in providing learning opportunities for youth around habitat education. 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. Scooe of Work. City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in Exhibit "A," attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This agreement shall be effective from October 27, 2009 until June 30, 2010. The City Manager may amend the Agreement to extend it for an additional period of time or parts thereof in an amount not to exceed seven thousand eight hundred forty dollars ($7,840) per Agreement year. 3. Comoensation. The total fee payable for the Services to be performed will be seven thousand eight hundred forty dollars ($7,840). Payment will be made pursuant to 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 a ten percent (100/0) retention until City has accepted the work and/or the Services specified in Exhibit "A." 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 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 Agreement under $1 OK City Attorney Approved Version 111803 1