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�� <br /> �, <br /> - ORlGlN�l <br /> I DESIGN PROFESSIONAL AGREEMENT <br /> �I (ENCON) <br /> IS AGREEMENT is made and entered into as of the -2-3 day of <br /> • , 2012, by and between the CITY OF REDWOOD CITY, a charter city <br /> and m nicip I corporation of the State of Cafifornia ("City"), and ENCON ("ConsultanY'). <br /> ' RECITALS <br /> City requires certain consulting services. Consultant has the necessary experience in <br /> providing these professional services, has submitted a proposal to City, and has affirmed its <br /> willingness and ability to perform such work. <br /> NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br /> 'I contained herein, the P arties agree as follows: <br /> 1. Scope of Work. Consultant agrees to perform those services (the "Services") that <br /> ' are defined in Exhibit "A," attached hereto and incorporated herein by reference. In the <br /> , event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the <br /> terms of this Agreement shall prevail. City shall have the right to modify the scope of work to , <br /> delete tasks in whole or in part. <br /> I, 2. Term. Unless earlier terminated, this Agreement will be effective for a period of from <br /> '� the date first above written and shall expire upon completion of performance of Services <br /> hereunder by Consultant. <br /> 3. Compensation. The total fee payable for the Services to be performed will be Nine <br /> Thousand Seven Hundred and 00/100 Dollars ($9,700.00). Payment will be made pursuant <br /> to the terms of Exhibit "A." No other compensation for the Services will be allowed, except <br /> for items covered by subsequent amendments to this Agreement. City reserves the right to <br /> withhold a ten percent (10%) retention until City has accepted the Services specified in <br /> Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. <br /> Payment shall occur only after receipt by City of invoices sufficiently detailed to include <br /> hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. <br /> 4. Status of Consultant. Consultant wil� perform the Services as an independent <br /> contractor and in pursuit of Consultant's independent calling, and not as an employee of <br /> City. Consultant will be under the control of City only as to the results to be accomplished. <br /> 5. Indemnification. Consultant shall, to the fullest extent allowed by law, with respect to <br /> all services performed in connection with this Agreement, defend with counsel acceptable to <br /> City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless <br /> from and against any and all claims that arise out of, pertain to, or relate to the negligence, <br /> recklessness, or willful misconduct of the Consultant, subcontractor, or anyone directly or <br /> indirectly employed by any of them or anyone for whose acts any of them may be liable <br /> ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every <br /> kind, nature and description, including attorney's fees, experts fees, court costs and <br /> disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or <br /> indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall <br /> ATTY/AGR/2012.056/DESIGN PROFESSIONAL AGREEMENT ECON <br /> REV:05-09-12 VR <br /> Page 1 of 6 <br />