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. ��IGIN�L AGREEMENT FOR CONSULTANT SERVICES LARRY BEST THIS AGREEMENT is made and entered into as of the S� � day of OG-�o�if;'' 2012, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporafion ("City"), serving as fiscal agent for Redwood City 2020 and LARRY BEST, ("Consultant") (collectively, the "Parties"). RECITALS City requires certain consulting services. Consuttant 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. Scoae 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 conflict befinreen 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 from date first above written until June 30,2013. 3. Compensation. The total fee payable for the Services to be performed will be $9,999. 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 ten percent (10%) retention until City has accepted the Services specified in Exhibit °A." There shal! be no additional charge for expenses unless agreed to by City. Payment shall occur only after receipt by C'rty of invoices sufficienlly detaifed to inciude 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 Consuftant'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 daims, damages, losses and expenses including attomey 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 direcUy or indirecUy employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence,sole negligence, or willful misconduct of City. The Parties expressly agree that any reasonable payment,attomey's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or earfy termination of the Agreement. 6. Insurance. Consuttant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of Califomia which has a current rating in the BesYs Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000)each,except for Workers Compensation and unless otherwise authorized and approved by the Risk Manager or the City Manager in consultafion with the City Attomey. Workers Compensation limits, if applicable, will be set at those limits required by the Califomia Labor Code. Consultant will ATTY/AGR2012.107/RWC 2020 LARRY BEST 2012-13 REV:08-15-12 PT Page 1 of 4