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ORIGINAL AGREEMENT FOR PROFESSIONAL SERVICES [Redwood City School District Early Learning & Family Support Program] S AGREEMENT is made and entered into as of the / ~ay of , 2004, and effective July 1, 2004, by and between REDWOOD ITY 2020, through its Fiscal Agent, the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("RC2020/City") and REDWOOD CITY SCHOOL DISTRICT, of Redwood City, California ("Consultant") (collectively, the "Parties"). RECITALS A. RC2020/City requires the professional services of Consultant in support of the City of Redwood City Early Learning and Family Support Program (the "Project"); B. Consultant has the necessary experience in providing professional services and advice related to the Project. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: ... 1. Scope of Work. Consultant shall perform consulting and related services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. Consultant shall perform those Services in compliance with all of the terms and conditions of the 2004/2005 Agreement between RC2020/City and First 5 San Mateo County ("First 5"). 2. Term. Unless earlier terminated, the term of this Agreement will be effective July 1, 2004 and shall expire upon completion of performance of Services hereunder by Consultant. 3. Schedule. Consultant will generally adhere to the schedule set forth in Exhibit "A" hereof, attached hereto and by this reference incorporated herein; provided, that RC2020/City will grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to RC2020/City of its project schedule and agrees to put forth its best professional efforts to perform the Services under this Agreement in a manner consistent with that schedule. RC2020/City understands, however, that Consultant's performance must be governed by sound practices. Atty/Agr/Agr.227 092104 1 ,...--.-... . .-..-.....-.. ..-r--_........_........u.....-