Agmt12 Keyser Marston Associates, Inc.

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�O( .�..... _, _�. AGREEMENT FOR PROFESSIONAL SERVICES (Keyser Marston Associates, Inc.) �THIS AGREEMENT is made and entered into as of the �7 day of .� � , 2012, by and between the CITY OF REDWOOD C charter city and muni pal corporation of the State of California ("City"), and Keyser Marston Associates, Inc. ("ConsultanY'). RECITALS A. City requires the professional services to provide real estate and financial advisory services with respect to the disposition of Block 2 and Depot Circle. B. Consultant has the necessary experience in providing professional services and advice. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its wiliingness 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. City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is 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. City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of ConsultanYs profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consuitant. 4. Schedule Consultant will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of ConsultanYs work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work ATTY/AGR/2012.017/KEYSER MARSTON BLOCK 2 DEPOT CIRCLE REV:02/OB/12 Page 1 of 13 �