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ORIGINAL AGREEMENT FOR CONSULTANT SERVICES (TWO FISH DESIGN) THIS AGREEMENT is made and entered into as of the if day of 2010, by and between the REDWOOD CITY REDEVELOPMENT~NCY, a pub and politic, duly organized and existing under the laws of the State of California (" Fish Design, a Partnership ("Consultant") (collectively, the "Parties") for the Project. , y, c rporate ency"), and Two antom Galleries RECITALS Agency requires certain consulting services. Consultant has the necessary experience in providing these professional services, has submitted a proposal to Agency, 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. Agency shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Term. Unless earlier terminated, the term of this Agreement will commence upon the date above written and shall expire upon completion of performance of Services hereunder by Consultant. 3. Compensation. The total fee payable for the Services to be performed will be $6,000.00 (six thousand dollars). 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. Agency reserves the right to withhold a ten percent (10%) retention until Agency has accepted the Services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by Agency. Payment shall occur only after receipt by Agency of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by Agency. 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 Agency. Consultant will be under the control of Agency only as to the results to be accomplished. 5. Indemnification. Consultant will defend, indemnify and hold harmless Agency, City of Redwood City ("City"), and their 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 or indirectly 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 Agency or City. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense Agency or City incurs or makes to or on behalf of an injured employee under the Agency/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 early termination of the Agreement. 6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers ATTY/AGR/2010.036 042710 1