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6.1. B. - Page 5 GENERAL SERVICES AGREEMENT (Advanced.S�erve� Technologies) This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and Advanced Sewer Technologies: corporation of State of California, ("Coi7tractor") as of �, 2012, (the "Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services ii7cludes but it not limited to closed-circuit television (CCTV) inspection services, and cleaiung for that purpose, of saiutary sewer basins. 2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total ainount that shall not exceed $81,016.64, which ainount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor's bill shall ii7clude the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each taslc and subtaslc, total of prior billings, ainount for billing period, total billing to date. li7 no event shall Contractor submit ai7y billing for an amount in excess of the inaximuin ainount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as the City provides Contractor with a written notice to proceed with performance ("Notice to Proceed"). Contractor shall thereafter perform ai7d complete all services within sixty (60) days of receipt of the Notice to Proceed. 4. Independent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not einployees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assi�nment and Subcontracting. It is recognized by the parties hereto that a substantial induceinent to City for entering into this agreeinent was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or trai7sfer ai7y portion of the performance coi7templated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Indemnification. Contractor agrees to defei7d, indemnify ai7d hold harn�less the City, its officers and employees, from and a�ainst all claims, demands, damages or costs arising froin Contractor's i7egligent errors, acts or omissions or willful misconduct with respect to Contractor's work perfonlled pursuant to this Agreement. The ATTY/AGR/2012. 040/ADVANCED SEWER TECHNOLOGIES Page 1 of 7 REV:04-05-12 VR