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ATTACHMENT 1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (Agreement) is entered into this 1st day of July 2011, by and between Amador Livermore Valley Historical Society, a non-profit corporation (ALVHS) and the City of Pleasanton, a municipal corporation (City). RECITALS A. The City and ALVHS desire to combine efforts to enhance and expand the interpretive programming at the City-owned Alviso Adobe Community Park. B. The City also desires to support the ALVHS to continue providing programs and events that preserve the historical makeup of Pleasanton and the Livermore Valley. C. In consideration of the City's support, ALVHS will provide the City with consulting, programming, and technical support as outlined in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and ALVHS agree as follows: 1. ALVHS's Services. A:LVHS shall diligently perform the services that include providing programs and events that preserve and commemorate the history of Pleasanton and the Livermore Valley described in Exhibit A, as well as on-going hourly services for Alviso Adobe Community Park described in Exhibit B, Scope of Hourly Work, attached and incorporated into this Agreement. To the extent that there are any inconsistencies between the Scope of Hourly Work and this Agreement, the Terms of this Agreement shall prevail. 2. Term. This Agreement shall commence on the date written above and shall expire on June 30, 2012. It is the parties' intent that this Agreement will be extended for three additional periods of one year each, to June 30, 2015. ALVHS acknowledges that such extensions are contingent upon the City Council's approval of an operating budget for subsequent fiscal years (July 1 —June 30) that allocates funds for the activities generally described in the Scope of Services and satisfactory performance by ALVHS. 3. Compensation. For the services to be rendered, City shall pay ALVHS an initial payment of$102,963 on or before July 29, 2011. Thereafter, beginning August 1, 2011, ALVHS shall invoice the City at the beginning of each month for actual expenses incurred in the Scope of Hourly Work per month on a monthly basis to be paid on or before the 30th of each month. Total compensation for this Agreement shall not exceed $138,805. Invoices submitted to the City must contain a brief description of work performed, time used and City reference number. Payment shall be made within thirty (30) days of receipt of ALVHS's invoice and approval by City. Page 1