Agmt 2009 Western Pacific Signal LLC

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CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND Western Pacific Signal, LLC THIS AGREEMENT for consulting services is made by and between the City of San Leandro ("City") and Western Pacific Signal, LLC ("Consultant") (together referred to as the "Parties") as of ,`u~y ~~ , 20G'~1(the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A ,and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on ~.Ju~~ ~~, ~ c. i ~ ,the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall provide materials and perform all services, training, and technical support assistance, as required pursuant to this Agreement, according to standards, minimum requirements, and project details of the following related specifications: ^ City issued "Request for Proposal - RFP #48184", including requirements and specifications, issued by Mr. Don Brockman, Purchasing Agent, dated March 24, 2009; ^ Addendums #1 and #2 to above RFP; ^ Consultants proposal response to City RFP 48184, titled "Naztec ATMS.now Advanced Traffic Control System for NTCIP-based NEMA TS-2 Model 980 Traffic Controllers", dated May 15, 2009 ("Proposal"). 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Consultant's obligations hereunder. 1.5 Consultant not performing as a contractor 1§7052 B&P). Services and deliverables described in Exhibit A include and specify installation upgrades to existing materials and configuration of software, electrical components, and communications apparatus, which do not become a fixed part of public works structures, as defined in §7045 B&P, of seq. Consultant shall not perform new construction related Consulting Services Agreement between Project No. 150-38-288 City of San Leandro and Western Pacific Signal, LLC Page 1 of 13 989837-1