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<br />Consulting Services Agreement between July 1, 2013 <br />City of San Leandro and TruePoint Solutions, LLC Page 1 of 13 <br />CONSULTING SERVICES AGREEMENT BETWEEN <br />THE CITY OF SAN LEANDRO AND <br />TruePoint Solutions, LLC <br /> <br /> THIS AGREEMENT for consulting services is made by and between the City of San Leandro <br />(“City”) andTruePoint Solutions, LLC (“Consultant”) (together sometimes referred to as the “Parties”) as of <br />July 1, 2013 (the “Effective Date”). <br /> <br />Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant <br />shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and <br />place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms <br />of this Agreement and Exhibit A, the Agreement shall prevail. <br /> <br />1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall <br />end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall <br />complete the work described in Exhibit A on or before that date, unless the term of the <br />Agreement is otherwise terminated or extended, as provided for in Section 8. The time <br />provided to Consultant to complete the services required by this Agreement shall not affect <br />the City’s right to terminate the Agreement, as referenced in Section 8. <br /> <br />1.2 Standard of Performance. Consultant shall perform all services required pursuant to this <br />Agreement in the manner and according to the standards observed by a competent <br />practitioner of the profession in which Consultant is engaged. <br /> <br />1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform <br />services pursuant to this Agreement. In the event that City, in its sole discretion, at any <br />time during the term of this Agreement, desires the reassignment of any such persons, <br />Consultant shall, immediately upon receiving notice from City of such desire of City, <br />reassign such person or persons. <br /> <br />1.4 Time. Consultant shall devote such time to the performance of services pursuant to this <br />Agreement as may be reasonably necessary to meet the standard of performance <br />provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder. <br /> <br />Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed <br />$209,000.00, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for <br />services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict <br />between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of <br />compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this <br />Agreement at the time and in the manner set forth herein. The payments specified below shall be the only <br />payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall <br />submit all invoices to City in the manner specified herein. Except as specifically authorized by City in <br />writing, Consultant shall not bill City for duplicate services performed by more than one person. <br /> <br />Consultant and City acknowledge and agree that compensation paid by City to Consultant under this <br />Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, <br />including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties <br />further agree that compensation hereunder is intended to include the costs of contributions to any pensions