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44 T <br />�1 IIAy IL <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(Midwest Tape, LLC) <br />THIS AGREEMENT is made and entered into as of the if— day of <br />CtNqu-tf'1" 201-1 by and between the CITY OF REDWOOD CITY, a charter <br />city and mdnicipal corporation of the State of California ("City"), and Midwest Tape, LLC, <br />an Ohio limited liability company ("Consultant"). <br />RECITALS <br />A. City requires the professional services of a library materials vendor. <br />B. Consultant has the necessary experience in providing professional services <br />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 willingness <br />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. Scooe 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 exercise <br />the reasonable professional care and skill customarily exercised by reputable members <br />of Consultant's profession practicing in the urban Northern California Area, and will use <br />reasonable diligence and best judgment while exercising its professional skill and <br />expertise. <br />3. Term. Unless earlier terminated, the term of this Agreement will be effective for a <br />period of three years from the date first above written. The City Manager may amend the <br />Agreement to extend it for two additional two-year periods in an amount not to exceed <br />$200,000 per year. Extensions will be based upon a satisfactory review of Consultant's <br />performance, City needs, and appropriation of funds by the City. The parties will prepare <br />a written amendment indicating the effective date and length of the extended Agreement. <br />City is not obligated to purchase any specified quantity of materials under this Agreement, <br />and variations in budget allocations occur annually. <br />AT-FY/AGR/2017.160/MIDWEST TAPE, LLC <br />REV: 07-11-17 RL <br />Page 1 of 10 <br />