Agmt 2004 Chandler Asset Management Inc

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Fees described above do not include custody fees that are charged by the City's bank or third party custodian. Fees shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of prepaid fees shall not be refunded. City is not required to pay any start up or closing fee; there are no penalty fees. Fees shall be deducted monthly in arrears from City's safekeeping account. In the event of a conflict between this Agreement and Consultant's proposal regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified shall be the only payments from City to Consultant for services rendered pursuant to this Agreement Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultants estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant Consequenfiy, the parties further agree that compensation hereunder is intended to include the casts of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensafion required under this Agreement 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs, if any, incurred prior to the invoice date. Invoices shall contain the following information: ^ The beginning and ending dates of the billing period; ^ The calculated average portfolio value for the billing period; ^ The amount due for the billing period based on the application of the contract billing rates and the average portfolio value; 2.2 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement City shall make no payment for any extra, further, or additional service pursuant to this Agreement In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided alive either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment 2.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Section 3. FACILITIES AND EQUIPMENT. Except as setforth herein, Consultant shall, at its sole cost and expense, provide all facilifies and equipment that may be necessary to perform the services required by this Agreement Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and Consulting Services Agreement between April 5, 2004 City of San Leandro and Chandler Asset Management, Inc. Pa9~