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ORIGINAL
<br />GENERAL SERVICES AGREEMENT
<br />(Ensemble Care and Maintenance Services)
<br />This Agreement is made and entered into between the City of Redwood City ("City"), a
<br />municipal corporation, and ECMS Inc., dba Ensemble Care and Maintenance Services, a
<br />California corporation ("Contractor") as of q - I I . 2019 (the "Effective Date"). In
<br />consideration of their mutual covenants, the parties hereto agree as follows:
<br />1. Scone of Work. Subject to the terms and conditions of this Agreement,
<br />Contractor shall provide those services described in Exhibit A and incorporated herein by
<br />reference. In summary, the scope of services includes but is not limited to perform all cleaning,
<br />and advance inspections testing, repairs and alterations of firefighter Personal Protective
<br />Equipment (PPE).
<br />2. Payment Terms. For the services described in Exhibit A, and pursuant to the
<br />price terms and list in Exhibit B, the City agrees to pay Contractor a total amount that shall not
<br />exceed Twenty-five Thousand Dollars ($25,000.00), which amount shall include all expenses.
<br />Contractor shall submit progress billings on a monthly basis, if applicable. Contractor's bill shall
<br />include the following information for the project: a brief description of services performed, the
<br />date the services were performed, the number of hours spent and by whom, a brief description of
<br />any costs incurred, percent completion to date of each task and subtask, total of prior billings,
<br />amount for billing period, total billing to date. In no event shall Contractor submit any billing
<br />for an amount in excess of the maximum amount of compensation provided for in this section.
<br />3. Term of Performance. Contractor shall begin performing the services set forth
<br />in Exhibit A as soon as he or she is notified by the City. Contractor shall thereafter perform and
<br />complete all services by no later than June 30, 2019.
<br />4. Independent Contractor. At all times during the term of this Agreement,
<br />Contractor, its employees and agents shall be independent contractors and not employees or
<br />agents of the City. Contractor, its employees and agents shall have no authority, express or
<br />implied, to bind the City to any obligation whatsoever.
<br />5. Assignment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications and
<br />competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br />portion of the performance contemplated and provided for in this Agreement without the
<br />approval of the City Manager. Contractor shall not subcontract any portion of the performance
<br />contemplated and provided for herein without prior written approval of the City.
<br />6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with
<br />respect to all services performed in connection with this Agreement, defend with counsel
<br />acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers,
<br />harmless from and against any and all claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor, subcontractor, or anyone
<br />directly or indirectly employed by any of them or anyone for whose acts any of them may be
<br />REV: 03-05-19 RL
<br />Page 1 of 20
<br />ATi1'/AGR.2019.053/Ensemble Care and Maintenance Services
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