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<br />ORIGINAL
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<br />AGREEMENT FOR PROFESSIONAL SERVICES
<br />Maximus, Inc.
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<br />THIS AGREEMENT is made and entered into as of thed-.êtt.~ay of t"tLv.:.AJ~ , 20o?
<br />by and between the CITY OF REDWOOD CITY, a charter city and munici~"), and
<br />Maximus, a corporation ("Consultant") (collectively, the "Parties").
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<br />RECITALS
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<br />City requires the professional services of a consultant that is experienced in SB90 filings.
<br />Consultant has the necessary experience in providing these professional services, has submitted a
<br />proposal to City and has affirmed its willingness and ability to perform such work.
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<br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
<br />the Parties agree as follows:
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<br />1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those
<br />services (the "Services") that are defined in Exhibit "A," attached and incorporated by this reference in
<br />accordance with the terms and conditions set forth in this Agreement.
<br />
<br />2. Term. Unless earlier terminated, this Agreement will be effective for a period of one year from the
<br />date first written above.
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<br />3. Compensation. The total fee payable for the Services to be performed will be Ten Thousand
<br />dollars ($10,000.00). Payment will be made pursuant to Exhibit "A." No other compensation for the
<br />Services will be allowed except for items covered by subsequent amendments to this Agreement. City
<br />reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the
<br />Services specified in Exhibit "A."
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<br />4. Status of Consultant. Consultant will perform the Services as an independent contractor and in
<br />pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be under the
<br />control of City only as to the results to be accomplished.
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<br />5. Indemnification. Consultant will defend, indemnify and hold harmless the City and its officers,
<br />agents, employees and volunteers from and against all claims, damages, losses and expenses including
<br />reasonable attorney fees arising out of the performance of the Services, to the extent caused by the willful
<br />misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly
<br />employed by any of them except where caused by the active negligence, sole negligence, or willful
<br />misconduct of City.
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<br />The Parties expressly agree that any reasonable payment, reasonable attorney's fee, costs or
<br />expense City incurs or makes to or on behalf of an injured employee under the City's self-administered
<br />workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this
<br />section will survive the expiration or early termination of the Agreement.
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<br />In no event shall either party, its directors, officers, employees, or agents be liable for any special,
<br />incidental, punitive, indirect, or consequential damages arising out of or in connection with the services
<br />provided under this agreement even if advised of the possibility of such damages. This limitation shall
<br />apply to all claims whether under theory of contract, tort (including negligence), strict liability, or otherwise.
<br />Consultant's liability (if any) to the City or any third party is limited to ten times the amount paid to
<br />Consultant for the services.
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<br />6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance,
<br />automobile liability insurance, a combined policy of workers' compensation, employers liability insurance,
<br />and professional liability insurance from an insurance company authorized to transact the business of
<br />insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-V
<br />in an amount of not less than five hundred thousand dollars ($500,000) each, except for Worker's
<br />Compensation and unless otherwise authorized and approved by the Risk Manager or the City Manager in
<br />consultation with the City Attorney. Worker's Compensation limits, if applicable, will be set at those limits
<br />
<br />Agreement under $10K
<br />City Attorney Approved Version 111803
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