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CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND SAFE MOVES THIS AGREEMENT for consulting services is made by and between the City of San Leandro ( "City ") and Safe Moves ( "Consultant ") (together referred to as the "Parties ") as of , 20_ (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 December 31, 2015 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 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 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 City of San Leandro Living Wage Rates. This contract may be covered by the City of San Leandro Living Wage Ordinance (LWO). Bidder's attention is directed to the City's Municipal Code, Title 1, Article 6, Chapter 6. Successful Bidder must submit completed self - certification form and comply with the LWO if covered. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $ 375,000.00 , 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. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set Consulting Services Agreement between School Traffic Safety Education (SRTS) City of San Leandro and Safe Moves Page 1 of 14 Project No. 150 -38 -338