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/ � ORIGINAL AGREEMENT FOR CONSULTANT SERVICES (Smith-Emery San Francisco) THIS AGREEMENT is made and entered into as of the day of 2011, by and between the CITY OF REDWOOD CITY, a charter ci and municipal c rpora ion of the State of Califomia ("City"), and Smith-Emery, 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. Scooe of Work. Consultant agrees to pertorm those services (the "Services") that are defined in Exhibit "A," attached hereto and incorporated herein by reference. In the event of a confliot 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 150 Calendar days from the date first above written. 3. Comoensation. City shall pay to Consultant an amount not to exceed Nine thousand eight hundred forty one and 00/100 Doliars ($9,841.00) for the completion of all the work and services described herein, which sum shall include all costs or expenses incurred by Consultant, payable as set forth in Exhibit A, attached hereto and made a part hereof by reference. 3.1 An application for payment form must be submitted to City which shall include the following: a clear, detailed invoice reflecting work being billed for, a summary sheet showing hourly rates, hours worked, percentage of work completed to date, amount/percent billed to date and current status of all tasks within a project; any/all backup documentation supporting the above items. Work schedule updates must also be included with the payment requests. 3.2 Consuitant shall maintain adequate records and shail permit inspection and audit by City of ConsultanYs charges under this Contract. Consultant shall make such records available to City during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they wiil be available only to City and any specified public agencies. Such and they will be available only to City and any specified public agencies. Such records shall be maintained by Consultant for one (1) year following completion of the work under this Contract unless a longer period of time is required by state or federal law, in which event Consultant shali retain its records for the time required by such laws. 3.3. The payment made to Consultant pursuant to the Agreement will be the full and complete compensatlon to which Consuttant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 4. Status of Consultant. Consultant will perform the Services as an independent contractor and ATTY/AGRI2011.099'PSA SMITH EMERY 092311 7