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Attachment 3 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into this 2nd day of May 2014,between the CITY OF PLEASANTON,a municipal corporation ("City"), and CAROL H WILLIAMS ADVERTISING,a(privately-held corporation)whose address is 1625 Clay Street, Ste. 800, Oakland, CA 94612,and telephone number is 510-763- 5200, ("Consultant"). RECITALS A. Consultant is qualified to and experienced in providing,marketing and outreach services development for diverse forms of media for the purposes specified in this Agreement. B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows: 1. Consultant's Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at that time,place and in the manner specified in Exhibit A. 2. City Assistance,Facilities,Equipment and Clerical Support. Except as set forth in Exhibit A,Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit A according to the terms and conditions set forth in Exhibit A. 3. Terms. This contract shall commence on the date written above and shall expire on December 31, 2014. 4. Compensation. City shall pay Consultant for services rendered pursuant to this Agreement as described more particularly in Exhibit A. The payments shall be made on a monthly basis upon receipt and approval of Consultant's invoice. Total compensation for services and reimbursement for costs shall not exceed$200,000. All work requested by the City will be on a task order basis submitted to the consultant in writing. The consultant will provide an estimate of the cost to the City including labor,materials, and cost of purchasing print advertisement, radio or television spots if applicable. Any and all additional costs that may apply such as talent charges or production costs must be included. Time line for the task order is also a critical component. Upon receipt of the written estimate from Consultant,the City project manner will provide written authorization to proceed if the City wishes to proceed. 1 ' Page