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AGREEMENT FOR PROFESSIONAL SERVICES <br />(Coelo Company of Design) <br />TFJIS AGREE T is made and entered into as of the day of <br />MWA 201_, by and between the CITY OF REDWOOD CITY, a charter <br />city and m I ipal corporation of the State of California ("City"), and Coelo Company of <br />Design, an regon corporation ("Consultant"). <br />RECITALS <br />A. City requires the professional services of a Consultant for <br />CODE3SIMULATOR, a software application. <br />B. Consultant has the necessary experience in providing professional <br />services and advice. <br />C. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br />D. Consultant 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. City retains Consultant to perform, and Consultant agrees to <br />render, those services (the "Services") that are defined in attached Exhibit "A," which is <br />incorporated herein by reference. In the event of a conflict between the provisions of <br />Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. <br />City shall have the right to modify the scope of work to delete tasks in whole or in part. <br />2. Standard of Performance. While performing the Services, Consultant will <br />exercise the reasonable professional care and skill customarily exercised by reputable <br />members of Consultant's profession practicing in the urban Northern California Area, <br />and will use reasonable diligence and best judgment while exercising its professional <br />skill and expertise. <br />3. Term. Unless earlier terminated, the term of this Agreement will commence upon <br />the date first above written and shall expire upon completion of performance of Services <br />hereunder by Consultant. <br />4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A", <br />provided, that City in its discretion may grant reasonable extensions of time for the <br />performance of such services occasioned by unusually lengthy governmental reviews of <br />Consultant's work product or other unavoidable delays occasioned by circumstances; <br />provided, further, that such unavoidable delay will not include strikes, lockouts, work <br />ATTY/AGR/201S.023/COELO — Code3Stimulator - FD <br />REV: 02-04-15 VR <br />Page 1 of 34 <br />