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<br />Other Exhibits. <br />1.1.3 The Contract also includes and incorporates the following <br />exhibits. The provisions of this Agreement will have priority over all conflicting <br />provisions of the following exhibits. <br /> <br />Exhibit C <br /> Scope of Services <br />Exhibit D <br /> Compensation Schedule <br />Exhibit E <br /> Contractor’s standard forms, if any <br /> <br />Definitions. <br />1.2 With the exception of proper nouns, capitalized terms not otherwise <br />defined herein shall have the following meanings. <br /> <br />“Agreement” <br />1.2.1 means this document, entitled Personal Services Contract and <br />ending with the signatures of all parties. <br /> <br />“Contract” <br />1.2.2 means the written statement of the parties’ mutual and respective <br />agreements, promises, undertakings and rights as set forth in this Agreement <br />and all incorporated exhibits. <br /> <br />“Services” <br />1.2.3 means all of the products, properties and services to be provided <br />by Contractor under this Contract, as described in Exhibit C. <br /> <br />Contractor’s Representations and Warranties. <br />1.3 Contractor makes the following <br />representations and warranties to City: <br /> <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 /> <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 /> <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 /> <br />Services. <br />2. <br /> <br />Commencement. <br />2.1 Contractor shall begin to provide the Services on December 15, <br />2010, or, if later, as soon as this Contract has been executed by all parties. <br /> <br />Key Personnel. <br />2.2 Contractor has agreed that certain key personnel shall be assigned <br />to perform certain parts of the Services, as described below: Removal of these key <br />personnel from the specified tasks without the prior approval of City will be a material <br />breach of the Contract. [INSERT NAMES OF KEY PERSONNEL (IF ANY) OR <br />“NONE” AND WHAT PART OF THE SERVICES THEY WILL PERFORM.] <br /> <br />Security. <br />2.3 If the Services will be performed on City property, Contractor will comply <br />with all of City’s security policies and procedures. <br /> <br /> <br />