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~ in that certain document entitled Professional Services Agreement, dated / (l - /5"- CJ ::z.., 2002 ("Proposal") set forth in Exhibit A which constitutes the basis for this Agreement. Consultant further acknowledges that its failure to perform this Agreement in accordance with the representations set forth in the Proposal constitutes a material breach of this Agreement and would justify legal recourse by City, including but not limited to termination, damages and/or rescission of this Agreement. In case of a conflict between the languages of the Proposal and this Agreement, the language that is the most restrictive to the Consultant shall prevail. 3. SCHEDULE OF PERFORMANCE/TERM OF AGREEMENT. Time is of the essence in performance of the Services described in this Agreement. Unless extended by mutual written agreement of the Parties, Consultant's obligation to perform the Services to be provided under the terms of this Agreement shall commence on the Effective Date and be completed on or before the termination date of January 31,2003 ("Termination date"). 4. PAYMENT OF COMPENSATION. City shall pay Consultant for Services provided pursuant to the schedule attached as Exhibit B entitled "Schedule of Fees and Charges." Unless specifically provided otherwise, the fees and charges listed in Exhibit B are intended to be all-inclusive and reflect all fees charged and expenses incurred by Consultant, including, but not limited to, insurance expenses, travel expenses, costs of preparation of documents, applicable taxes, duplicating expense, telephone expense, computer time, attendance at meetings, overhead, etc. 5. RESPONSIBILITIES OF CITY. City shall cooperate with Consultant in Consultant's performance of this Agreement. 6. CONSUL T ANT IS AN INDEPENDENT CONTRACTOR. Consultant is not an agent or employee of City, but is an independent contractor with full rights to manage its employees subject to the requirements ofthe law. All persons employed or utilized by Consultant in connection with this Agreement are considered employees of Consultant and shall not be considered employees of City in any respect. Consultant is responsible for obtaining statutory workers' compensation coverage, if any is required, for its employees, if any. 7. ASSIGNMENT OF AGREEMENT. This Agreement is for professional consulting services. The expertise and experience of Consultant was a material consideration for the City to enter into this Agreement. Consultant shall not assign this Agreement, or any portion of it, without the prior written permission of City and any such assignment made without such consent shall be void and shall not operate to relieve Consultant from any liability under this Agreement. Consultant Services Agmt./City of Redwood City Rev. 1/28/02; Typed: 8/28/02 Page 2 of 7 '-r"'~