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• • CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND GRIMES LANDSCAPE, INC. THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town")and Grimes Natural Landscape("Consultant") (together referred to as the"Parties") as of February 12, 2009 (the"Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A, and incorporated herein, 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 Effective Date and shall end no later than March 31,2009, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 13 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, 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 from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Public Works Requirements. Because the services described in Exhibit A include"work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,"the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works,to the extent set forth in Exhibit C. Consultant shall waive, indemnify, hold harmless, and defend Town concerning any liability arising out of Labor Code Section 1720 et seq. Consulting Services Agreement between 02/12/09 Town of Los Altos Hills and Grimes Natural Landscape, Inc. Page 1 of 13