Agmt11 Overland Pacific & Cutler, Inc.

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ORIGINAL 4 AGREEMENT FOR CONSULTANT SERVICES Overland Pacific & Cutler, Inc. THIS AGREEMENT is made and entered into as of the day of WyZil 2011, by and between the REDWOOD CITY REDEVELOPMENT�GENCY, a public body, corporate and politic, duly organized and existing under the laws of the State of California ( "Agency"), and Overland Pacific & Cutler, Incorporated, a California corporation, located at 7901 Oakport Street, Suite 4800, Oakland, CA 94621 ( "Consultant "). RECITALS Agency requires certain consulting services to appraise furniture, fixtures, and equipment for restaurants and food facilities. Consultant will retain the services of DM&A Valuation and Litigation who has the necessary experience in providing these professional services. Consultant has submitted a proposal to Agency and has affirmed DM&A and Consultant's 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. The recitals set forth above are true and correct and are hereby incorporated by this reference as if fully set forth in their entirety. 2. 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. 3. Term. Unless earlier terminated, this Agreement will be effective for a period of one year from the date first above written. 4. Compensation. The total fee payable for the Services to be performed will be $3,000.00. 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. 5. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of Executive Director or his /her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Agency for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and Agency. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by Agency. 6. 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. ATTY /AGR/2011.011 021111 1