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ORIGIIVAL <br /> PROFESSIONAL SERVICE AGREEMENT <br /> White Nelson Diehl Evans LLP <br /> THIS AGREEMENT is made and entered into as of �0�� �� , 2012, by and <br /> between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of � <br /> California ("City"), and White Nelson Diehl Evans LLP ("Consultant"). <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 /> contained herein, the Parties agree as follows: <br /> 1. Scope of Work. Consultant agrees to perform those services (the "Services") that are <br /> defined in Exhibit "A," attached hereto and incorporated herein by reference. In the event of a <br /> conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this <br /> Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in <br /> whole or in part. <br /> 2. Term. Unless earlier terminated, this Agreement will be effective for a period from the <br /> date first above written and shall expire upon completion of perFormance of Services hereunder <br /> by Consultant. <br /> 3. Compensation. The total fee payable for the Services to be performed will not exceed <br /> five thousand dollars ($5,000.00). Payment will be made pursuant to the terms of Exhibit "A." No <br /> other compensation for the Services will be allowed, except for items covered by subsequent <br /> amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention <br /> until City has accepted the Services specified in Exhibit "A." There shall be no additional charge <br /> for expenses unless agreed to by City. Payment shall occur only after receipt by City of invoices <br /> sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise <br /> agreed to by City. <br /> 4. Status of Consultant. Consultant will perform the Services as an independent contractor <br /> and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant <br /> 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 all <br /> services performed in connection with this Agreement, defend with counsel acceptable to City, <br /> indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and <br /> against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, <br /> or willful misconduct of the Consultant, subcontractor, or anyone directly or indirectly employed <br /> by any of them or anyone for whose acts any of them may be liable ("Claims"). Consultant will <br /> bear all losses, costs, damages, expense and liability of every kind, nature and description, <br /> including attorney's fees, experts fees, court costs and disbursements, that arise out of, pertain <br /> City Attorney Approved Version#05.22.01 <br /> 1 <br />