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ATTY/AGR/2016.053/CDM SMITH <br />REV: 03-22-16 JS <br />Page 1 of 18 <br /> <br />AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES <br />(CDM Smith, Inc.) <br /> <br /> THIS AGREEMENT is executed as of the _____ day of ________________, 2016, by <br />and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the <br />State of California (“City”), and CDM Smith Inc., a California corporation (“Consultant”). <br /> <br />RECITALS <br /> <br />A. City requires the design professional services of a civil / transportation <br />engineering consulting firm. <br /> <br />B. Consultant has the necessary experience in providing professional services and <br />advice. <br /> <br />C. Selection of Consultant is expected to achieve the desired results in an expedited <br />fashion. <br /> <br />D. Consultant has submitted a proposal to City and has affirmed its willingness and <br />ability to perform such work. <br /> <br />E. City and Consultant are parties to that certain Agreement for Professional <br />Services, dated as of January 29, 2016 (the “Prior Agreement”). <br /> <br />AGREEMENT <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree that the Prior Agreement shall be amended and restated <br />by this Agreement, and the Parties further agree as follows: <br /> <br />1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, <br />those services (the “Services”) that are defined in attached Exhibit “A,” which is incorporated <br />herein by reference. In the event of a conflict between the provisions of Exhibit “A” and the <br />terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to <br />modify the scope of work to delete tasks in whole or in part. The approved Consultant’s Cost <br />Proposal (the “Cost Proposal”) is attached hereto as Exhibit “B” and incorporated by reference. <br />The consideration to paid to Consultant as provided herein, shall be in compensation for all of <br />Consultant’s expenses incurred in the performance hereof, including travel and per diem, <br />unless otherwise expressly so provided. <br /> <br />2. Standard of Performance. While performing the Services, Consultant will exercise the <br />reasonable professional care and skill customarily exercised by reputable members of <br />Consultant's profession practicing in the urban Northern California Area, and will use <br />reasonable diligence and best judgment while exercising its professional skill and expertise. <br /> <br />3. Performance Period. <br />3.1 This Agreement shall be effective as of January 29, 2016, contingent upon <br />approval by City, and Consultant shall commence work after notification to proceed by <br />6.1.B. - Page 3