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<br />1. Incorporation of Recitals. The recitals set forth above are true and correct, and are <br />hereby incorporated herein by this reference as if fully set forth in their entirety. <br /> <br />2. Scope of Work. Agency retains Consultant to perform, and Consultant agrees to <br />render, those services (the "Services") that are defined in Exhibit "A," attached and <br />incorporated by this reference in accordance with the terms and conditions set forth in this <br />Agreement. <br /> <br />3. Term. Unless earlier terminated, this Agreement will be effective for a period of four <br />months from the date first above written. <br /> <br />4. Compensation. The total fee payable by the Agency for the Services to be performed <br />will be a not-to-exceed amount of Five Thousand dollars ($5,000). The City's $5,000 <br />payment contribution towards the completion of the services performed in Exhibit "A" shall be <br />made upon receipt of an invoice from MIG as follows: $2,500 when the project is fifty <br />percent (50%) complete, and $2,500 when the project is one hundred percent (100%) <br />complete. No other compensation for the Services will be allowed except for items covered <br />by subsequent amendments to this Agreement. Agency reserves the right to withhold a ten <br />percent (10%) retention until Agency has accepted the work and/or the Services specified in <br />Exhibit "A." <br /> <br />5. Status of Consultant. Consultant will perform the Services as an independent <br />contractor and in pursuit of Consultant's independent calling, and not as an employee of <br />Agency. Consultant will be under the control of Agency only as to the results to be <br />accomplished. The persons used by Consultant to provide services under this Agreement <br />will not be considered employees of Agency for any purposes. <br /> <br />The payment made to Consultant pursuant to the Agreement will be the full and complete <br />compensation to which Consultant is entitled. Agency will not make any federal or state tax <br />withholdings on behalf of Consultant or its agents, employees or subcontractors. Agency will <br />not be required to pay any workers' compensation insurance or unemployment contributions <br />on behalf of Consultant or its employees or subcontractors. Consultant agrees to indemnify <br />Agency within thirty (30) days for any tax, retirement contribution, social security, overtime <br />payment, unemployment payment or workers' compensation payment which Agency may be <br />required to make on behalf of Consultant or any agent, employee, or subcontractor of <br />Consultant for work done under this Agreement. At the Agency's election, Agency may <br />deduct the indemnification amount from any balance owing to Consultant. <br /> <br />6. Subcontractina. If Consultant subcontracts any of the Services, Consultant will be <br />fully responsible to Agency for the acts and omissions of Consultant's subcontractor and of <br />the persons either directly or indirectly employed by the subcontractor, as Consultant is for <br />the acts and omissions of persons directly employed by Consultant. Nothing contained in this <br />Agreement will create any contractual relationship between any subcontractor of Consultant <br />and Agency. Consultant will be responsible for payment of subcontractors. Consultant will <br />bind every subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Consultant's work unless specifically noted to the contrary in the <br />subcontract and approved in writing by Agency. <br /> <br />7. Indemnification. Consultant will defend, indemnify and hold harmless Agency, City of <br />Redwood City ("City"), and their officers, agents, employees and volunteers from and against <br /> <br />A TTY/AGR/2008.022 <br />033108 <br /> <br />2 <br />