Agmt16 RWC 2020 Albert R. Gonzales Jr., Learnistic

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Exhibit "A," which is incorporated herein by reference . In the event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail . Redwood City 2020 shall have the right to modify the scope of work to delete tasks in whole or in part. 2 . Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise . 3 . Term . Consultant shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the Redwood City 2020 . Consultant shall thereafter perform and complete all services by no later than June 30 , 2017 . 4 . Schedule. Consultant will adhere to the schedule set forth in Exhibit "A" , provided , that Redwood City 2020 in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided , further, that such unavoidable delay will not include strikes , lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees . Consultant acknowledges the importance to Redwood City 2020 of its project schedule and agrees to use its best professional efforts to meet the schedule. Redwood City 2020 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 Two Thousand and Six Hundred Dollars ($2 , 600 . 00) . No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Redwood City 2020 and City have the authority to withhold a 10% percent retention until Redwood City 2020 has accepted all of the services specified in Exhibit "A. " Incremental payments , if applicable, will be made as outlined in attached Exhibit "A." 6 . 1 An application for payment form must be submitted to Redwood City 2020 and/or 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 . ATTY/AGR/2016.290/AOD SUBCONTRACT 2016-2017 AL GONZALES LEARNISTIC REV: 09-29-16 RL Page 2 of 10