Agmt12 Xylem Water Solutions USA, Inc.

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ORIG16��:� GENERAL SERVICES AGREEMENT (Xylem Water Solutions USA, Inc.) This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and Xylem Water Solutions USA, Inc. corporation of State of Delaware, ("Contractor") as of September 26, 2012. In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services includes but it not limited to maintenance, servicing, and repair for the sixty-two Flygt submersible pumps in the City's sewer lift station system. 2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed Five Hundred Fifty-Eight Thousand and No/dollars (558,718.00), payable as described in Exhibit B attached hereto and incorporated herein by reference, 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 he or she is notified by the City. Contractor shall thereafter perform and complete all services by no later than June 30, 2017. 4. Independent Contractor. At all times during the term 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. Assiqnment and Subcontractinq. 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 foregoing obligation of Contractor shall not apply to the extent the claims, demands, damages or costs arise out of the negligence of City. ATTY/AGR/2012.165/GENERAL SERVICES AGREEMENT XYLEM REV: 10-05-12 JS Page 1 of 11