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ORIGINAL AGREEMENT FOR CONSULTANT SERVICES (Corrpro) T IS A REEMENT is made and entered into as of the day of '� , 2011 by and between the CITY OF REDW CITY, a charter , and municipal corporation of the State of California ( "City "), and Corrpro, a California corporation ( "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 (1) year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be $5,200.00. 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 ATTY /AGR/2011.038 /CORRPRO 1 040811