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Gonsuitant`s work p�duct or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidabfe delay will not inctude strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behaff of, Cansultant's officers or empivyees. Consuitant acknowledges the importance to City of City's praject schedule and agrees to use rts best professional efforts to meet the schedule, City understands that Cansultant's performance must be govemed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. ComQensation. The #otal fee payabie for the Services to be performed during the initial term of this Agreement wilM be Twenty Thousand Doliars ($20,t1Q0.00). Na other compensation far the Services wiN be allowed except for items c:overed by subsequent amendments ta th"rs Agreement. City has the authority to withhQld a 10% percent retention until City has accepted all of the services specified in Exhibit "A." tncremental payments, if appiicable, will be made as outlined in attached Exhib�t "A." 6.1 An application for payment form must be submitted to Cit�r which shall include the following: a clear, detailed invoice reflecting wo�ic being billed fa�, a summary sheet showing hourly rates, haurs worked, perct�ntage af work campleted to date, amountlpercent biiled to date and current status of ati tasks with�n a project; any/al1 backup documentation supporting the above items. Work schedule updates must also be included with the payrnent requests. 6.2 Consuitant shall maintain adequate records and shall permit inspection and audit by City af Consuitant's charges under this Contract. Consuttant shatl make such records availabie ta City during normal business hours upon reasonable notice. tJothing herein shall convsrt such records into public recards, and they will be availaale on{y to City and any specified public agencies. Sueh records shall be maintained by Gonsultant for one (1) year following completion of the work under this Contract unless a longer period of time is required by state or federat law, in which event Gonsultant shali retain its records for the time required by such laws. 6.3. The payment made to Gonsultant pursuant to the Agreement wili be the full and complete compensation #o which Consultant is entitled. City wi1! not make any federal or state tax withhotdings on behalf of Gonsultant or i#s agents, emp(oyees or subcontractars. City will no# be required to pay any workers' campensation insuranee or unemployment contributions or� behalf of Consultant or its employees or subcontractors. Cansuftant agrees to reimburse City within thirty (3Q) days for any tax, retiremen# contribution, social security, overtime payment, unemployment payment or workers` campensation payment which City makes on behalf of Consultant or any agent, empioyee, or subcantractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consuttant. Page 2 af 20 REV:07-21-15 MLG ATTY/AGR.2015.144/America SCORES, Bay Area