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6.A. - Page 10 of 20 ORIGINAL
<br />GENERAL SERVICES AGREEMENT
<br />ECS Imaging, Inc.
<br />This Agreement is made and entered into between the City of Redwood City
<br />("City"), a municipal corporation, and ECS Imaging, Inc. ("Contractor") as of July 6, 2017
<br />(the "Effective Date"). In consideration of their mutual covenants, the parties hereto
<br />agree as follows:
<br />1. Scope of Work. Subject to the terms and conditions of this Agreement,
<br />Contractor shall provide those services described in Exhibit A and incorporated herein
<br />by reference. In summary, the scope of services includes but is not limited to
<br />software/hardware maintenance support services.
<br />2. Payment Terms. For the services described in Exhibit A, the City agrees
<br />to pay Contractor a total amount that shall not exceed $15,681.79, which amount shall
<br />include all expenses. Contractor shall submit progress billings on a monthly basis, if
<br />applicable. Contractor's bill shall include the following information for the project: a
<br />brief description of services performed, the date the services were performed, the
<br />number of hours spent and by whom, a brief description of any costs incurred, percent
<br />completion to date of each task and subtask, total of prior billings, amount for billing
<br />period, total billing to date. In no event shall Contractor submit any billing for an amount
<br />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
<br />forth in Exhibit A as soon as he or she is notified by the City. Contractor shall thereafter
<br />perform and complete all services by no later than July 5, 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
<br />employees or agents of the City. Contractor, its employees and agents shall have no
<br />authority, express or implied, to bind the City to any obligation whatsoever.
<br />5. Assignment and Subcontracting. It is recognized by the parties hereto
<br />that a substantial inducement to City for entering into this agreement` was, and is, the
<br />qualifications and competence of Contractor. Therefore, Contractor shall not
<br />subcontract, assign or transfer any portion of the performance contemplated and
<br />provided for in this Agreement without the approval of the City Manager. Contractor
<br />shall not subcontract any portion of the performance contemplated and provided for
<br />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
<br />counsel acceptable to City, indemnify, and hold City, its officers, employees, agents,
<br />and volunteers, harmless from and against any and all claims that arise out of, pertain
<br />to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
<br />subcontractor, or anyone directly or indirectly employed by any of them or anyone for
<br />REV: 07-25-18 VR
<br />Page 1 of 7
<br />ATTYIAGR.2018.1631ECS Imaging, Inc.
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