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Partners will invoice City for services rendered as work on approved projects is <br /> completed. On small projects (those of two units or less), payment will be made upon <br /> completion of the full project. For larger projects partial payment will be made, consistent <br /> with the progress of work on the project. The total amount of payment in accordance with <br /> this agreement shall not exceed $75,000. <br /> 4. Independent Partners. Neither Partners nor its employees are considered to be <br /> employees of the city of Redwood City, for any purpose whatsoever. Partners is an <br /> independent contractor in the performance of the services herein described. <br /> 5. Personnel. Partners represents that it has, or will secure at its own expense, all <br /> personnel required in performing all of the services required under this Agreement. Such <br /> personnel shall not be employees of or have any contractual relationships with the City. All <br /> the services required hereunder will be performed by Partners or under its supervision and all <br /> personnel engaged in the work shall be fully qualified and shall be authorized or permitted <br /> under state and local law to perform such services. <br /> 6. Discrimination Prohibited. In performing the services required hereunder, <br /> Partners shall not discriminate against any person on the basis or race, color, religion, sex, <br /> national origin or ancestry, sexual orientation, age, physical handicap, or disability as defined <br /> in the American With Disabilities Act of 1990, as now enacted or hereafter amended. <br /> 7. Reports and Information. At such times and in such forms as City may require, <br /> there shall be furnished to City such statements, records, reports, data and information, as <br /> City may request pertaining to matters covered by this Agreement. Unless authorized by <br /> City, Partners will not release any information concerning the project, including any reports <br /> or other documents prepared pursuant to this Agreement. <br /> 8. Establishment and Maintenance of Records. Partners shall maintain records in <br /> accordance with applicable law and requirements prescribed by City with respect to all <br /> matters covered by this Agreement. Except as otherwise authorized by City, such records <br /> shall be maintained for a period of three (3) years after receipt of final payment under this <br /> Agreement. <br /> 9. Assignability. Partners shall not assign any interest in this Agreement and shall <br /> not transfer any interest in this Agreement (whether by assignment or novation), without the <br /> prior written consent of City thereto. <br /> 10. Termination for Convenience of City. City may terminate this Agreement at <br /> any time by giving at least fifteen (15) days' notice in writing to Partners. If Partners is <br /> terminated by City as provided herein, Partners will be paid for the services actually <br /> performed to the time of termination. <br /> 11. Construction and Severability. If any part of this Agreement is held to be <br /> invalid or unenforceable, such holding will not affect the validity or enforceability of any <br /> other part of this Agreement so long as the remainder of the Agreement is reasonably capable <br /> of completion. <br /> ATTY /AGR/2010.141 <br /> 121510 <br /> 2 <br />