Agmt 13 Crosby Group Design Professional Agreememt

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r �'��i�9�.� DESIGN PROFESSIONAL AGREEMENT (Crosby Group) HIS AGREEMENT is made and entered into as of the ��day of � r► _, 2013, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and CROSBY GROUP ("ConsultanY'). REC ITALS WHEREAS, City requires certain consulting 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. Scope of Work. Consultant agrees to perform those services (the "Services") that are defined in Exhibit "A," attached hereto and incorporated herein by reference. In the event of a conflict between the provisions of Exhibit"A"and the terms of this Agreement, the terms of this Agreement shall prevail. City shafl have the right to modify the scope of work to delete tasks in whole or in part. 2. Term. Unless earlier terminated, this Agreement will be effective for a period of from the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 3. Compensation. The total fee payable for the Services to be performed will be a not- to-exceed amount of One Thousand Nine Hundred Fifty Dollars ($1,950.00). 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%) 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 otherwise agreed to by City. 4. Status of Consultant. Consultant will perform the Services as an independent contractor and in pursuit of Consultant'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. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description, including attorney's fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or REV:08-20-13 VR Page 1 of 6 ATTY/AGR/2013.139/CROSBY GROUP_1950