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<br />manner and in accordance with all federal, state,
<br />and local operation and safety regulations.
<br />Contractor shall work closely with and be guided
<br />by City. Contractor shall also perform all work
<br />in accordance with generally accepted business
<br />practices and performance standards of the
<br />industry.
<br />
<br />11. MONITORING OF SERVICES
<br />
<br />City may monitor the Services performed under
<br />this Agreement to determine whether
<br />Contractor's operation conforms to City policy
<br />and to the terms of this Agreement. City may
<br />also monitor the Services to be performed to
<br />determine whether fmancial operations are
<br />conducted in accord with applicable City,
<br />county, state, and federal requirements. If any
<br />action of Contractor constitutes a breach, City
<br />may terminate this Agreement pursuant to the
<br />provisions described herein.
<br />
<br />12. WARRANTY
<br />
<br />Contractor expressly warrants that all materials
<br />and services covered by this Agreement shall be
<br />fit for the purpose intended, shall be free from
<br />defect, and shall conform to the specifications,
<br />requirements, and instructions upon which this
<br />Agreement is based. Contractor agrees to
<br />promptly replace or correct any incomplete,
<br />inaccurate, or defective Services at no further
<br />cost to City when defects are due to the
<br />negligence, errors or omissions of Contractor. If
<br />Contractor fails to promptly correct or replace
<br />materials or services, City may make corrections
<br />or replace materials or services and charge
<br />Contractor for the cost incurred by City.
<br />
<br />13. FAIR EMPLOYMENT
<br />
<br />Contractor shall not discriminate against any
<br />employee or applicant for employment because
<br />of race, color, creed, national origin, sex, age,
<br />condition of physical handicap, religion, ethnic
<br />background, or marital status, in violation of
<br />state or federal law.
<br />
<br />14. CONTRACTOR TO HOLD CITY
<br />HARMLESS
<br />
<br />To the extent permitted by law, Contractor
<br />agrees to indemnify, protect, defend, and hold
<br />harmless City, its City Council, officers,
<br />employees, volunteers and agents from and
<br />against any claim, injury, liability, loss, cost,
<br />
<br />and/or expense or damage, including all costs
<br />and reasonable attorney's fees in providing a
<br />defense to any claim, arising from Contractor's
<br />negligent, reckless or wrongful acts, errors, or
<br />omissions with respect to or in any way
<br />connected with the performance of the Services
<br />by Contractor, its agents, subcontractors and/or
<br />assigns under this Agreement.
<br />
<br />15. INSURANCE REQUIREMENTS
<br />
<br />During the term of this Agreement, and for any
<br />time period set forth in Exhibit C, Contractor
<br />shall purchase and maintain in full force and
<br />effect, at no cost to City insurance policies with
<br />respect to employees and vehicles assigned to the
<br />Performance of Services under this Agreement
<br />with coverage amounts, required endorsements,
<br />certificates of insurance, and coverage
<br />verifications as derIDed in Exhibit C attached and
<br />incorporated by this reference.
<br />
<br />16. AMENDMENTS
<br />
<br />This Agreement may be amended only with the
<br />written consent of both Parties.
<br />
<br />17. INTEGRATED DOCUMENT
<br />
<br />This Agreement represents the entire agreement
<br />between City and Contractor. No other
<br />understanding, agreements, conversations, or
<br />otherwise, with any representative of City prior
<br />to execution of this Agreement shall affect or
<br />modify any of the terms or obligations of this
<br />Agreement. Any verbal agreement shall be
<br />considered unofficial information and is not
<br />binding upon City.
<br />
<br />18. SEVERABILITY CLAUSE
<br />
<br />In case anyone or more of the provisions in this
<br />Agreement shall, for any reason, be held invalid,
<br />illegal or unenforceable in any respect, it shall
<br />not affect the validity of the other provisions,
<br />which shall remain in full force and effect.
<br />
<br />19. LAW GOVERNING CONTRACT
<br />
<br />This Agreement shall be governed and
<br />interpreted using the laws of the State of
<br />California.
<br />
<br />20. DISPUTE RESOLUTION
<br />
<br />CSC Service Contract - [City of Redwood City]
<br />Rev: 12/06/04; [date typed: 6-3-05]
<br />
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