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REV: 04-07-2023 MI <br />AGREEMENT FOR SERVICES <br />CODERIGHT INC. <br />THIS AGREEMENT is made and entered into as of the _____ day of _________, <br />2023 (the “Effective Date”), by and between the CITY OF REDWOOD CITY, a charter <br />city and municipal corporation of the State of California (“City”), and CodeRight Inc., a <br />Massachusetts corporation (“Consultant”). <br />RECITALS <br />A. City requires the services of a business process automation software design <br />and implementation consultant. <br />B. Consultant has the necessary experience in providing such services. <br />C. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br />D. Consultant has submitted a proposal to City and has affirmed its willingness <br />and 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 <br />render, those services (the “Services”) that are defined in attached Exhibit “A”, which is <br />incorporated herein by reference. City will have the right to modify the scope of work to <br />delete tasks in whole or in part. Any individuals listed as “Key Personnel” on Exhibit “A” <br />will perform the roles ascribed to them in Exhibit “A”. City agrees that Consultant may <br />change the roles of Key Personnel in its reasonable discretion. <br />2. Standard of Performance. While performing the Services, Consultant will exercise <br />the reasonable professional care and skill customarily exercised by reputable members <br />of Consultant's profession using industry standard best practices. Consultant will also use <br />reasonable diligence and best judgment while exercising its professional skill and <br />expertise. <br />3. Term. Unless terminated earlier pursuant to Section 21, the term of this <br />Agreement will begin on the Effective Date and will end when Consultant has performed <br />the Services completely. <br />4. Schedule. Consultant will adhere to the schedule set forth in Exhibit “A”, provided, <br />that City, in its discretion, may grant reasonable extensions when performance of the <br />Services is delayed due to unusually lengthy governmental reviews or other unexpected, <br />unavoidable circumstances. Such circumstances will not include strikes, lockouts, work <br />ATTY/AGR.2023.075/CodeRight Inc. (CIP App) (Page 1 of 20) <br />16th June