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<br />January 13, 1994 <br />Page Two <br /> 3. Limitation. Notwithstanding the foregoing, the sum of <br />your compensation and reimbursement for costs is estimated not to <br />exceed Five Thousand Dollars ($5,000); provided that services and <br />costs correspondingly in excess of said limitation may be <br />approved by the Cormnittee. In any event, no compensation or <br />costs hereunder shall be payable in excess of Ten Thousand <br />Dollars ($10,000) without prior approval by the City Council. <br /> 4. Status. In the performance of your services hereunder, <br />you shall have the status of an independent contractor, and shall <br />not be deemed to be an employee, officer or agent of the City of <br />Redwood City. Except with respect to attendance at City Council <br />meetings, you shall report directly and solely to the Cormnittee. <br />You shall, however, coordinate your efforts and cooperate with <br />the City Attorney in procedural matters, such as (if applicable) <br />preparing matters for Council agenda, etc. <br /> 5. Indemnification. The City of Redwood City shall <br />defend, indemnify and hold you harmless from and against any and <br />all claims, suits, damages, costs, fees (including reasonable <br />attorney's fees and costs of defense) made against, or suffered <br />by you and arising out of the performance of your services <br />hereunder. <br /> 6 . Acceptance. Kindly acknowledge your acceptance of this <br />letter agreement by signing the duplicate original counterpart <br />hereof in the space provided hereinbelow. <br /> Very truly yours, <br /> Ed Everett <br /> City Manager <br />EE:DES:dft <br /> ACCEPTANCE <br /> I hereby accept the foregoing agreement, subject to the <br />terms and conditions described therein. <br /> DATED: . <br /> James P. Jackson, Esq. <br />cc: City Clerk <br /> City Attorney <br />001/62 <br /> '"('... <br />