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ORIGINAL
<br />GENERAL SERVICES AGREEMENT
<br />SHAPE Incorporated
<br />This Agreement is made and entered into between the City of Redwood City ("City"), a
<br />municipal corporation, and SHAPE Incorporated, a California corporation ("Contractor") as of _
<br />k4 ac 1 ` O tY (the "Effective Date"). In consideration of their mutual covenants, the parties
<br />hereto agree as follows:
<br />1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor
<br />shall provide those services described in Exhibit A and incorporated herein by reference. In
<br />summary, the scope of services includes but is not limited to providing maintenance, replacement
<br />services, and the potential installation of City -owned Flygt sewage and storm pumps.
<br />2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay
<br />Contractor a total amount that shall not exceed Seven Hundred Four Thousand Eight Hundred Ten
<br />Dollars ($704,810), which amount shall include all expenses. Contractor shall submit progress
<br />billings on a monthly basis, if applicable. Contractor's bill shall include the following information
<br />for the project: a brief description of services performed, the date the services were performed,
<br />the 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 period, total
<br />billing to date. In no event shall Contractor submit any billing for an amount in excess of the
<br />maximum amount of compensation provided for in this section.
<br />3. Term of Performance. Contractor shall begin performing the services set forth in
<br />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 March 25, 2023.
<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 agents
<br />of the City. Contractor, its employees and agents shall have no authority, express or implied, to
<br />bind the City to any obligation whatsoever.
<br />5. Assienment and Subcontractina. 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 approval
<br />of the City Manager. Contractor shall not subcontract any portion of the performance contemplated
<br />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 respect
<br />to all services performed in connection with this Agreement, defend with counsel acceptable to
<br />City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and
<br />against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor, subcontractor, or anyone directly or indirectly employed by
<br />any of them or anyone for whose acts any of them may be liable ("Claims"). Contractor will bear
<br />all losses, costs, damages, expense and liability of every kind, nature and description, including
<br />attorneys' fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate
<br />REV: 0405-18 MI
<br />ATTY/AGR/2018.058/SHAPE, INC.
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