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REV: 12-22-23 SK <br />AGREEMENT FOR SERVICES <br />EXARO TECHNOLOGIES CORPORATION <br />THIS AGREEMENT is made and entered into as of the _____ day of <br />__________________, 20__ (the “Effective Date”), by and between the CITY OF <br />REDWOOD CITY, a charter city and municipal corporation of the State of California <br />(“City”), and EXARO TECHNOLOGIES CORPORATION, a California corporation <br />(“Consultant”). <br />RECITALS <br />A. City requires the services of a consultant for on-call, as-needed potholing <br />services and construction support. <br />B. Consultant has the necessary experience in providing such services. <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. Scope 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. City will have the right to modify the scope of work to <br />delete tasks in whole or in part. Any individuals listed as “Key Personnel” on Exhibit “A” <br />will perform the roles ascribed to them in Exhibit “A”. Consultant may not change the list <br />of Key Personnel without the prior written consent of the City. <br />Services will be authorized by City, as needed, with a task order assigned and approved <br />by the City’s Senior Civil Engineer. Each task order will be in substantially the same form <br />as attached Exhibit “A”-1, which is incorporated herein by reference. Each task order will <br />designate a City Project Manager and will contain a specific scope of work, a specific <br />schedule of performance, and a specific compensation amount. The total price of all task <br />orders may not exceed the amount of compensation set forth in Section 6 below. <br />Consultant will only be compensated for work performed under an authorized task order. <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. Consultant <br />will also use reasonable diligence and best judgment while exercising its professional skill <br />and expertise. <br />ATTY/AGR.2023.319/EXARO TECHNOLOGIES CORPORATION (On-Call As-Needed Potholing Services) (Page 1 of 14) <br />12th <br />January 24