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<br />AGREEMENT FOR PROFESSIONAL SERVICES
<br />MAXIM US, Inc.
<br />
<br />THIS AGREEMENT is made and entered into as of the U7rf¡ day of f)eCE/VIB£¡¿ ,
<br />200':f,by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation
<br />("City"), and MAXIMUS, Inc., a Virginia corporation ("Consultant") (collectively, the "Parties").
<br />
<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.
<br />
<br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
<br />herein, the Parties agree as follows:
<br />
<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
<br />the date first written above.
<br />
<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"
<br />
<br />4. Status of Consultant. Consultant will perform the Services as an independent contractor and
<br />in pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be
<br />under the control of City only as to the results to be accomplished.
<br />
<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
<br />including reasonable attorney fees arising out of the performance of the Services, to the extent
<br />caused by the willful misconduct or any negligent act or omission of the Consultant, any
<br />subcontractor, anyone directly employed by any of them except where caused by the active
<br />negligence, sole negligence, or willful misconduct of City.
<br />
<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-
<br />administered workers' compensation is included as a loss, expense or cost for the purposes of this
<br />section, and that this section will survive the expiration or early termination of the Agreement.
<br />
<br />In no event shall either party, its directors, officers, employees, or agents be liable for any
<br />special, incidental, punitive, indirect, or consequential damages arising out of or in connection with the
<br />services provided under this agreement even if advised of the possibility of such damages. This
<br />limitation shall apply to all claims whether under theory of contract, tort (including negligence), strict
<br />liability, or otherwise. Consultant's liability (if any) to the City or any third party is limited to ten times
<br />the amount paid to Consultant for the services.
<br />
<br />6. Insurance. Consultant will obtain and maintain policies of commercial general liability
<br />insurance, automobile liability insurance, a combined policy of workers' compensation, employers
<br />liability insurance, and professional liability insurance from an insurance company authorized to
<br />transact the business of insurance in the State of California which has a current rating in the Best's
<br />
<br />Agreement under $10K
<br />City Attorney Approved Version 111803
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