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WE F <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(EBSCO Industries, Inc.) <br />THIS AGREEMENT is made and entered into as of the 11th day of June 2018, by and <br />between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of <br />California ("City"), and EBSCO Industries, Inc., a Delaware corporation ("Consultant"). <br />RECITALS <br />A. City requires the professional services of a periodical procurement and delivery <br />service. <br />B. Consultant has the necessary experience in providing professional services and <br />advice. <br />C. Selection of Consultant is expected to achieve the desired results in an expedited <br />fashion. <br />D. Consultant has submitted a proposal to City and has affirmed its willingness and <br />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 render, <br />those services (the "Services") that are defined in attached Exhibit "A," which is incorporated <br />herein by reference. In the event of a conflict between the provisions of Exhibit "A" and the <br />terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to <br />modify the scope of work to delete tasks in whole or in part. <br />2. Standard of Performance. While performing the Services, Consultant will exercise the <br />reasonable professional care and skill customarily exercised by reputable members of <br />Consultant's profession practicing in the urban Northern California Area, and will use <br />reasonable diligence and best judgment while exercising its professional skill and expertise. <br />3. Term. Unless earlier terminated, the term of this Agreement will be effective for a <br />period of three years, commencing on June 11, 2018. The City Manager may amend the <br />Agreement to extend it for two additional two-year periods in an amount not to exceed <br />$18,308 per year. Extensions will be based upon a satisfactory review of Consultant's <br />performance, City needs, and appropriation of funds by the City. The parties will prepare a <br />REV: 05-23-18 A <br />Page 1 of 15 <br />ATTY/AGR.2018.109/EBSCO Publishing Inc <br />