Agmt 2004 C.Kell-Smith & Associates Inc

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w STANDARD CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND C. KELL-SMITH & ASSOCIATES, INC. TITS AG~~N~N'~ for consulting services is made by and between the City of San Leandro ("City") and C. Kell-Smith & Associates, Inc. ("Consultant") as of January 1, 2004. Section L 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 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 date first noted above and shall end on December 31, 2008, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The tiri7e prodded to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for 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 in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- class manner and shall confonn to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 ~ssi~nment 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 frorn 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 maybe reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section Z. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $2,170,605.00, 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 B, 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 forth herein. Consulting Services Agreement between City of San Leandro and C. Kell-Smith & Associates, lnc. Page 1 of 1