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<br />Consulting Services Agreement between City of San Leandro and Last revised [07/10/2024] <br />AMS.NET, LLC. for CISCO Voice Upgrade Project No. 101944 <br /> Page 2 of 15 <br /> <br /> <br />Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $78,100.00 <br />(Seventy-eight thousand and one hundred dollars), notwithstanding any contrary indications that may be <br />contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this <br />Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as <br />Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant <br />for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The <br />payments specified below shall be the only payments from City to Consultant for services rendered <br />pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. <br />Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services <br />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 <br />and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City <br />therefore has no responsibility for such contributions beyond compensation required under this Agreement. <br /> <br />2.1 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to <br />this Agreement. City shall not pay any additional sum for any expense or cost whatsoever <br />incurred by Consultant in rendering services pursuant to this Agreement. City shall make <br />no payment for any extra, further, or additional service pursuant to this Agreement. <br /> <br />In no event shall Consultant submit any invoice for an amount in excess of the maximum <br />amount of compensation provided above either for a task or for the entire Agreement, <br />unless the Agreement is modified prior to the submission of such an invoice by a properly <br />executed change order or amendment. <br /> <br />2.2 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed <br />the amounts shown on the compensation schedule attached hereto as Exhibit B. <br /> <br />2.3 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses <br />not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in <br />the total amount of compensation provided under this Agreement that shall not be <br />exceeded. <br /> <br />2.4 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes <br />incurred under this Agreement and any similar federal or state taxes. <br /> <br />2.5 Payment upon Termination. In the event that the City or Consultant terminates this <br />Agreement pursuant to Section 8, the City shall compensate the Consultant for all <br />outstanding costs and reimbursable expenses incurred for work satisfactorily completed as <br />Docusign Envelope ID: DE26306C-F407-4BBF-8D92-0C1942C6C222