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CONSULTING SERVICES AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO AND BAY AREA HOME BUYER AGENCY THIS AGREEMENT for consulting services is made by and between the Redevelopment Agency of the City of San Leandro ( "Agency ") and Bay Area Home Buyer Agency ( "Consultant ") (together referred to as the "Parties ") as of July 1, 2011 (the "Effective Date "). Section 1 . SERVICES Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Agency 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 June 30, 2012, 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 Agency's right to terminate the Agreement, as referenced in Section 8 . 1.2 Standard of Performance Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Agency, 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 Agency of such desire of Agency, 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 1.1 above and to satisfy Consultant's obligations hereunder. Section 2 . COMPENSATION Agency hereby agrees to pay Consultant a sum not to exceed FORTY NINE THOUSAND NINE HUNDRED AND NOl100 DOLLARS ($49,900.00), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A , regarding the amount of compensation, the Agreement shall prevail. Agency shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Agency to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Agency in the manner specified herein. Except as specifically authorized by Agency in writing, Consultant shall not bill Agency for duplicate services performed by more than one person. Consulting Services Agreement between July 1, 2011 RDA of City of San Leandro and BAHBA Page 1 of 14 989837 -1