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ORIGINAL
<br />GENERAL SERVICES AGREEMENT
<br />Lockworks Unlimited, Inc.
<br />This Agreement is made and entered into between the City of Redwood City ("City"), a
<br />municipal corporation, andI ckworks Unlimited, Inc., a California corporation ("Contractor")
<br />as of S 20 , 2 11 (the "Effective Date"). In consideration of their mutual
<br />covenants, t4parties hereto agree as follows:
<br />1. Scone of Work. Subject to the terms and conditions of this Agreement,
<br />Contractor shall provide those services described in Exhibit A, and incorporated herein by
<br />reference. In summary, the scope of services includes but is not limited to management of the
<br />City's Galaxy Access Control System management and Schlage Quad Primus Master Key
<br />System, and on-call lock, door hardware, and locksmith services for the City.
<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 Ninety Thousand Dollars ($90,000.00), which
<br />amount shall include all expenses. Contractor shall submit progress billings on a monthly basis,
<br />if applicable. Contractor's bill shall include the following information for the project: a brief
<br />description of services performed, the date the services were performed, the number of hours
<br />spent and by whom, a brief description of any costs incurred, percent completion to date of each
<br />task and subtask, total of prior billings, amount for billing period, total billing to date. In no
<br />event shall Contractor submit any billing for an amount in excess of the maximum amount of
<br />compensation provided for in this section.
<br />3. Term of Performance. Contractor shall begin performing the services set forth
<br />in 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 two years after the Effective Date. This Agreement may be
<br />extended by City for up to two additional consecutive two-year terms at the sole discretion and
<br />approval of the City Manager,
<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
<br />agents of the City. Contractor, its employees and agents shall have no authority, express or
<br />implied, to bind the City to any obligation whatsoever.
<br />5. Assignment and Subcontracting. 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
<br />approval of the City Manager. Contractor shall not subcontract any portion of the performance
<br />contemplated 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
<br />respect to all services performed in connection with this Agreement, defend with counsel
<br />acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers,
<br />harmless from and against any and all claims that arise out of, pertain to, or relate to the
<br />REV: 07-19-18 MI
<br />Page 1 of 7
<br />ATTY/AGR.2018.159/Lockworks Unlimited, Inc.
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