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CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND STRATEGIC PRODUCTS AND SERVICES, LLC — ——POR— CISCO PHONE SYSTEM UPGRADE PROJECT THIS AGREEMENT for consulting services is made by and between the City of San Leandro ("City") and Strategic Products and Services, LLC ("Consultant" or "Contractor") (together sometimes referred to as the "Parties") as of July 17, 2017 (the "Effective Date"). Section 1. PRODUCTS AND SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the products and services described in the Scope of Work ("SOW") attached as Exhibit A 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, 2017 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 in the manner and 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, provided that Consultant shall not be in breach of this Agreement for any delays caused by City's request to reassign Consultant personnel. 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 Subsection 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 San Leandro Municipal Code, Title 1, Chapter 6, Article 6. Successful Bidder must submit completed self -certification form and comply with the LWO if covered. Consulting Services Agreement between City of San Leandro and 07/17/2017 Strategic Products and Services, LLC for Cisco Phone System Upgrade Page 1 of 17