Agmt13 CSG Consultants, Inc (4).

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,...�....._.,..._._.._ . .I�.....m . _ .._ ..._.. . .. . . . . � �� . ` ��IGI�iAI AC3REEMENT FOR CONSULTANT 8ERVICES (CSG Consultants,inc.) THIS AGREEMENT is made and entered into as of the�day of , 2013, by and befineeen the CITY OF REDWOOD CITY, a charter city and municipai c rporation of the 5tate of California ("City'�,and CSG CONSULTANTS, INC, a California corporation ("Consultant'�. RECITALS WHEREAS, City requires certain consufting services. Consultant has the necessary experience in providing these professional services, has submitted a proposal to City, and has affirmed its 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. Scoqe of Work. Consultant agrees to perform those senrices(the"Services'�that are defined in F�chibit "A," attached hereto and incorporated herein by reference. In the event of a conflict beiween the provisions of Exhibit "A" and the terms of this Agreement, the terms of this qgreement shall prevail.City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Term. Unless earlier terminated, this qqreement will be effective for a period of six (6) months from the date first above written. 3. Comnensation. For the Services described in Exhibit"A",the Ciiy agrees to pay Consultant a total amount that shall not exceed Nine Thousand and 00/100 Dollars ($9,000.00). 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. City reserves the right to withhold a ten percent (10°r6) retention until City has accepted the Services specified in Exhibit °A." There shall be no additional charge for expenses unless agreed to by City. Payment shall occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless othen�vise agreed to by City. 4. Status of Consultant. Consultant will perform the Services as an independent contractor and in pursuit of Consuftant's independent calling, and not as an employee of City. Consultant will be under the control of City only as to the results to be accomplished. 5. Indemnification. Consuttant will defend, indemnify and hold harmless City, and its offlcers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attomey fees arising out of the pertormance of the SeNices, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consuftant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence, or willful misconduct of City. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 6. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance nom an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, except for Workers Compensation and unless othervvise authorized and approved by the Risk Manager or the City Manager in consultation with the City Attorney. Workers REV: 08-20-13 VR Page 1 of 4 ATTY/AGR.N/A/CSG