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Exhibit C Scope of Services <br />Exhibit D Compensation Schedule <br />Exhibit E Contractor's standard forms, if any <br />1.2 Definitions. With the exception of proper nouns, capitalized terms not otherwise <br />defined herein shall have the following meanings. <br />1.2.1 "Agreement" means this document, entitled Personal Services Contract and <br />ending with the signatures of all parties. <br />1.2.2 "Contract" means the written statement of the parties' mutual and respective <br />agreements, promises, undertaking and rights as set forth in this Agreement <br />and all incorporated exhibits. <br />1.2.3 "Services" means all of the products, properties and services to be provided <br />by Contractor under this Contract, as described in Exhibit C. <br />1.3 Contractor's Representations and Warranties. Contractor makes the following <br />representations and warranties to City: <br />1.3.1 Contractor and Contractor's personnel are and will at all times hereunder be <br />fully qualified by all necessary education, training, experience, licensure and <br />certification to perform the Services. <br />1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, <br />or threats thereof, seeking to enjoin the execution of the Contract by <br />Contractor or the effect of which could prevent Contractor from performing or <br />having the authority to perform the Services. <br />1.3.3 Neither the execution of the Contract nor the performance of the Services will <br />constitute a breach or violation of any other contract, agreement, or law by <br />which Contractor is bound or to which Contractor or any of its personnel who <br />will perform the Services are subject. <br />2. Services. <br />2.1 Commencement. Contractor shall begin to provide the Services immediately, upon <br />execution of this Agreement. <br />2.2 Key Personnel. Contractor has agreed that certain key personnel shall be assigned <br />to perform certain parts of the Services. Removal of these key personnel from the <br />specified tasks without the prior approval'of City will be a material breach of the <br />Contract. <br />2.3 Security. If the Services will be performed on City property, Contractor will comply <br />with all of City's security policies and procedures. <br />3. Term. The Contract shall expire, unless terminated as provided herein, upon Contractor's <br />satisfactory completion of the Services. <br />CONTRACT NUMBER 2008-00331 Page 2 <br />