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<br />ORIGINAL <br /> <br />AGREEMENT FOR SPECIAL COUNSEL SERVICES <br />(Hanson Bridgett Marcus Vlahos & Rudy, LLP) <br /> <br />I THIS AGREEMENT is made and entered into as of the /fi-J day of <br />l.MNt/1~ 2007, by and between the CITY OF REDWOOD CITY, a charter city <br />and munic pal corporation ("City"), and HANSON BRIDGETT MARCUS VLAHOS & RUDY, <br />LLP, a law firm ("Special Counsel") (collectively, the "Parties"). <br /> <br />REelT ALS <br /> <br />City requires the professional services of an Attorney that is experienced in <br />municipal and public agency law, regulatory, water supply planning and rate setting. Special <br />Counsel has the necessary experience and history in' providing professional services and <br />advice related to legal, technical and regulatory aspects of public water supply. <br /> <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br /> <br />1. Scope of Work. City retains Special Counsel to perform, and Special Counsel <br />agrees to render, legal services for the City as requested including, but not limited, to those <br />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. Ray McDevitt, a <br />principal member of the firm of Special Counsel, shall be responsible for the performance of <br />the Services and shall supervise any Services performed by other member of Special <br />Counsel's firm. <br /> <br />2. Term. Unless earlier terminated, this Agreement will be effective for a period of one <br />year from the date first above written. <br /> <br />3. Compensation. The total fee payable for the Services to be performed will be Ten <br />Thousand dollars ($10,000). Payment will be made pursuant to Exhibit "A." No other <br />compensation for the Services will be allowed except for items covered by subsequent <br />amendments to this Agreement. <br /> <br />4. Status of Special Counsel. Special Counsel will perform the Services as an <br />independent contractor and in pursuit of Special Counsel's independent calling, and not as an <br />employee of City. Special Counsel will be under the control of City only as to the results <br />to be accomplished. <br /> <br />5. Indemnification. Special Counsel will indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, losses <br />and expenses including attorney fees arising out of the performance of the Services, caused <br />in whole or in part by the willful misconduct or any negligent act or omission of the Special <br />Counsel, any subcontractor, anyone directly or indirectly employed by any of them or <br />anyone for whose acts any of them may be liable, 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, 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 ~ loss, expense or cost for the purposes <br />