Agmt16 Wiley Price & Radulovich, LLP

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ORIGINAL AGREEMENT FOR CONSULTANT SERVICES WILEY PRICE & RADULOVICH, LLP THIS AGREEMENT is made and entered into as of the 21st day of December, 2016, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City'), and WILEY PRICE & RADULOVICH, LLP ("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. Scope 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. 3. Compensation. The total fee payable for the Services to be performed will not exceed $9,000.00 (Nine Thousand Dollars). Payment will be made pursuant to the terms of 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 (10%) retention until City 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 City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. 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 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 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". ArrY/AGR/2016.336/JOAN PUGH NEWMAN — WILEY PRICE & RADULOVICH, LLP REV: 01-04-17 RL Page 1 of 5