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ATTACHMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is entered into this 1 st day of January 2023, between the CITY OF PLEASANTON, a municipal corporation ("City"), and Amador-Livermore Valley Historical Society, a non-profit corporation,whose address is 603 Main St., Pleasanton CA and telephone number is 925-462-2766, ("Consultant"). RECITALS A. Consultant is qualified to and experienced in providing programs and events that preserve the historical makeup of Pleasanton and the Livermore Valley 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. Term. This contract shall commence on the date written above and shall expire on December 31,2028. 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 an annual basis upon receipt and approval of Consultant's invoice. Total compensation for services and reimbursement for costs shall not exceed$549,000. a. Invoices submitted to 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 Consultant's invoice and approved by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty(60)days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30)days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails Page I of 7