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<br />Attachment "C." <br /> <br />B. Payments prescribed in this Agreement shall constitute all compensation to <br />Consultant for all costs of its services, including, but not limited to, direct costs of labor of <br />employees engaged by Consultant, including Consultant, travel expenses, telephone charges, <br />typing, duplication, computer time, and any and all other costs, expenses, and charges incurred by <br />Consultant, his agents and employees in carrying out its duties under this Agreement. Consultant <br />shall be solely responsible for payment of its taxes, social security, and all expenses incurred in <br />connection with the project. <br /> <br />C. Consultant shall invoice the City of Livermore monthly for services rendered in the <br />previous month. Upon receipt of the invoice, the City of Livermore will immediately forward a copy <br />of the invoice to the City of Pleasanton. The Cities of Livermore and Pleasanton shall each pay <br />Consultant 50% of the invoice in an expedient manner in accordance with their normal payment <br />procedures. ' <br /> <br />D. Consultant shall not receive any compensation for extra work without the prior <br />written authorization of the Cities. <br /> <br />8. Economic Disclosure/Conflict of Interest. Upon determination by the Cities that <br />the services provided under this Agreement are of the type that make Consultant subject to the <br />Economic Disclosure/Conflict of Interest reporting requirements of the Political Reform Act, <br />Consultant shall complete Economic Disclosure Statements as directed by the Cities. <br /> <br />9. Hold Harmless: Consultant agrees to defend, indemnify, and hold the City of <br />Livermore, City of Pleasanton, and their respective elected officials, officers, directors, <br />employees, agents, and designated volunteers harmless from and against any and all loss, <br />liability, damage, including reasonable attorney's fees and/or court costs, arising out of the <br />performance of this Agreement, except for the gross negligence and willful misconduct of the <br />City of Livermore, and/or the City of Pleasanton and their respective elected officials, officers, <br />directors, employees, agents, and designated volunteers. <br /> <br />10. Consultant's ResDonsibilitv: It is understood and agreed that Consultant has the <br />professional skills necessary to perform the work agreed to be performed and that the Cities <br />rely upon the professional skills of Consultant to do and perform its work in a skillful and <br />professional manner and Consultant agrees to so perform its work. <br /> <br />Acceptance by the Cities of the work performed under this Agreement does not operate <br />as a release of Consultant from such professional responsibility. It is further understood and <br />agreed that the Consultant has reviewed in detail the scope of work to be performed and that <br />Consultant agrees in its professional jUdgment said work can and shall be completed for the <br />amount set forth in this Agreement and Attachment "C". <br /> <br />11. Insurance Reauirements For Consultants: Consultant shall procure and maintain <br />insurance in the amounts and under the terms set forth in Attachment D attached hereto for the <br />duration of this Agreement insurance against claims for injuries to persons or damages to <br />property which may arise from or in connection with the performance of the work hereunder by <br />Consultant, its agents, representatives, or employees. <br /> <br />Wireless Communications Consulting Services Agreement <br />Page 4 of 7 <br />