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ORIGINAL GENERAL SERVICES AGREEMENT AMS.NET This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and AMS.NET corporation of Delaware ("Contractor") as of (the "Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services includes but it not limited to the services of a data cabling specialist to provide cabling materials, an equipment rack and labor. 2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed $15,597.05 (Fifteen Thousand Five Hundred Ninety Seven Dollars and Five Cents), which amount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the City. Contractor shall thereafter perform and complete all services by no later than thirty days from the date this contract was entered. 4. Indeuendent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assienment and SubcontractinP. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Hold Harmless. Contractor 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 Contractor, subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable ("Claims"). Contractor will bear all losses, costs, damages, expense and liability of every REV: 10-12-17 RL Page 1 of 6 AT TY/AG R.2017.232/A M S. N ET