Agmt12 Advanced Sewer Technologies

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ORlGINAL GENERAL SERVICES AGREEMENT (Advanced Sewer Technologies) This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and Advanced Sewer Technologies: corporation of State of California, ("Contractor") as of �� I7 _ 2012, (the "Effective Date"). In consideration of their mutual covenants, the pa ies ereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in E�ibit A and incorporated herein by reference. In summary, the scope of services includes but it not limited to closed-circuit television (CCTV) inspection services, and cleaning for that purpose, of sanitary sewer basins. 2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed $81,016.64, which amount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as the City provides Contractor with a written notice to proceed with performance ("Notice to Proceed"). Contractor shall thereafter perform and complete all services within sixty (60) days of receipt of the Notice to Proceed. 4. Indenendent Contractor. At all times during the tertn of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assignment and Subcontractin�. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Indemnification. Contractor agrees to defend, indemnify and hold harmless the City, its officers and employees, from and against all claims, demands, damages or costs arising from Contractor's negligent errors, acts or omissions or willful misconduct with respect to Contractor's work performed pursuant to this Agreement. The ATTY/AGR/2012. 040/ADVANCED SEWER TECHNOLOGIES Page 1 of 7 REV:04-05-12 VR