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<br /> DESIGN PROFESSIONAL AGREEMENT
<br /> (West Yost 8�Associates, Inc.)
<br /> t
<br /> THIS AGREEMENT is made and entered into as of the day of
<br /> 2013, by and between the CITY OF REDWOOD CITY a charter city
<br /> and m n ipal corporation of the State of California ("City"), and W ST YOST &
<br /> ASSOCI , ES NC. ("Consultant").
<br /> RECITALS
<br /> City requires certain consulting services. Consultant has the necessary experienoe in
<br /> providing these professional services, has submitted a proposal to City, and has affirmed its
<br /> willingness and ability to pertorm such work.
<br /> NOW, THEREFORE, in consideration of these recitals and the mutual covenar�s
<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
<br /> a conflict between the provisions of Exhibit"A" and the terms of this Agreement, the terms of
<br /> this Agreement shall prevail. City shall have the right to modify the scope of work to delete
<br /> tasks in whole or in part. Tasks shall only be performed after a written proposal and scope of
<br /> work, including cost, are provided to and approved by City.
<br /> 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 not exceed
<br /> Nine Thousand Five Hundred and No/100 Dollars ($9,500.00). Payment will be made
<br /> pursuant to the terms of Exhibit"A." No other compensation for the Services will be allowed,
<br /> except for items covered by subsequent amendments to this Agreement. There shall be no
<br /> additional charge for expenses unless agreed to by City. Payment shall occur only after receipt
<br /> by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks
<br /> performed, unless otherwise agreed to by City.
<br /> 4. Status of Consultant. Consultant will perform the Services as an independent
<br /> contractor and in pursuit of Consultant's independent calling, and not as an employee of City.
<br /> 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 pertormed in connection with this Agreement, defend with counsel acceptable to
<br /> City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from
<br /> 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"). Consultantwill bear all losses, costs, damages, expense and liability of every kind,
<br /> nature and description, including attorne�s fees,experts fees, court costs and disbursements,
<br /> that arise out of, pertain to, or relate to such Claims, whether directly or indirectly("Liability").
<br /> Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent
<br /> ATTY/AGR/2013.102/WEST YOST&ASSOCIATES, INC.
<br /> REV:06-21-13 VR
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