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AGREEMENT NextRequest Public Records Request Management Software This Agreement for Public Records Request Management Software ("Agreement") by and between the City of Redwood City, a California charter city ("City"), and NextRequest Co. ("Consultant"), is effective on the Effective Date identified on the signature page. RECITALS A. The City desires to obtain the services more particularly described in this Agreement and Exhibit "A," and generally including an integrated secure, cloud based, SaaS platform to manage public records requests. B. Consultant has the necessary experience in providing the proposed services and software. C. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows: 1. SCOPE OF SERVICES. 1.1. Services. Consultant will perform the services described in the Scope of Services and Schedule of Performance, attached hereto as Exhibit "A," and NextRequest Service Level Agreement, attached hereto as Exhibit "C" and incorporated herein by reference ("Services"), in accordance with the terms and conditions of this Agreement and to the satisfaction of the City's authorized representative, City Clerk ("City's Authorized Representative"). 1.2. Standard of Care. In performing the Services, Consultant will meet or exceed the applicable standard of care for, and exercise the degree of skill and diligence ordinarily used by reputable service providers within the greater San Francisco Bay Area who provide the same or similar type of services as the Services required under this Agreement. Consultant will require and ensure that all of its employees, subconsultants, or agents performing or contributing to the Services will comply with the requirements of this Agreement. 1.3. Independent Contractor. Consultant will control the manner and means for performing the Services, acting as an independent contractor and not as an employee of the City. Consultant will not be entitled to any of the benefits that the City provides to its employees, including, but not limited to, health or retirement benefits. 1.4. Subcontracting. If Consultant subcontracts with a subconsultant to perform any of the Services, the City is deemed an intended beneficiary of that subcontract and the subconsultant will owe a duty of due care to the City. City reserves the right to approve or reject any proposed subconsultant, based on the subconsultant's qualifications, relevant experience, or reputation. This Section 1.4 shall not apply to NextRequest's Service Providers, as defined in the NextRequest Additional Terms and Conditions (the "Additional T&Cs"). REV: 09-25-2020 PR ATTY/AGR.2020.211/Next Request Co. (Public Records Act Request Automated System) (Page 1 of 23)