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4. Schedule. Consultant will adhere to the schedule established by the City for performance of the work contemplated by this Agreement, provided, Consultant will not be deemed responsible for delays caused by any person or entity other than Consultant or subcontractors to Consultant. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be Thirty Thousand Dollars ($30,000) including expenses. Payment shall be entirely contingent and shall be due and payable upon the delivery of bonds or other securities ("Bonds") sold by the City and shall be payable solely from the proceeds of the Bonds and from no other funds of the City. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 6.1 An application for payment form must be submitted to City which shall include the following: a clear, detailed invoice reflecting work being billed for, a summary sheet showing hourly rates, hours worked , percentage of work completed to date, amount/percent billed to date and current status of all tasks within a project; any/all backup documentation supporting the above items. Work schedule updates must also be included with the payment requests. 6.2 Consultant shall maintain adequate records and shall permit inspection and audit by City of Consultant's charges under this Contract. Consultant shall make such records available to City during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to City and any specified public agencies. Such records shall be maintained by Consultant for one (1 ) year following completion of the work under this Contract unless a longer period of time is required by state or federal law, in which event Consultant shall retain its records for the time required by such laws. 6.3. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled . City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the REV: 04-26-16 JS Page 2 of 9 ATTY/AGR.2016.083/Sidley Austin - Disclosure Counsel One Marina