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6.1.G. - Page 8 <br />3. Standard of Performance. While performing the Services, Contractor will exercise <br />the reasonable professional care and skill customarily exercised by reputable members <br />of Contractor's profession practicing in the urban Northern California Area, and will use <br />reasonable diligence and best judgment while exercising its professional skill and <br />expertise. <br />4. Term. Unless earlier terminated, the term of this Agreement will commence upon <br />the date first above written and shall expire upon completion of performance of Services <br />hereunder by Contractor. <br />5. Pavment. As full and complete compensation for Contractor's timely performance <br />and completion of the Services in strict accordance with the terms and conditions herein, <br />including all costs and expenses incurred by Contractor, either known or unknown at this <br />time, City will pay Contractor an amount not to exceed $325,754.00, in accordance with <br />the payment provisions set forth in this Agreement and Exhibit A. Payment shall not be <br />due until 30 days following delivery of an invoice to the City, provided that no invoice shall <br />be delivered prior to completion of the applicable payment milestone set forth in Exhibit <br />A. No other compensation for the Services will be allowed except for items covered by <br />subsequent amendments to this Agreement. <br />The payment made to Contractor pursuant to the Agreement will be the full and complete <br />compensation to which Contractor is entitled. City will not make any federal or state tax <br />withholdings on behalf of Contractor or its agents, employees or subcontractors. City will <br />not be required to pay any workers' compensation insurance or unemployment <br />contributions on behalf of Contractor or its employees or subcontractors. Contractor <br />agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social <br />security, overtime payment, unemployment payment or workers' compensation payment <br />which City makes on behalf of Contractor or any agent, employee, or subcontractor of <br />Contractor for work done under this Agreement. At the City's election, City may deduct <br />the reimbursable amount from any balance owing to Contractor. <br />6. Time for Completion. Contractor will fully complete the Services, other than <br />support, training, and maintenance services, for the Project within 60 calendar days from <br />the commencement date given in the Notice to Proceed ("Contract Time"). By signing <br />below, Contractor expressly waives any claim for delayed early completion. <br />7. Liquidated Damages. Time is of the essence for each and every provision of this <br />Agreement. The parties agree that because of the nature of the project, including <br />abatement of hazardous materials, it would be impractical or extremely difficult to fix the <br />amount of actual damages incurred by City because of a delay in completion of the work. <br />If Contractor fails to complete the Services within the Contract Time for completion, City <br />may assess liquidated damages in the amount of Two Hundred Dollars ($200.00) for each <br />day of unexcused delay in completion following issuance of a notice to proceed by City, <br />and the contract price shall be reduced accordingly. <br />ATTY/AGR/2017.157/CODA TECHNOLOGY GROUP <br />REV: 07-07-17 JS <br />Page 5 of 10 <br />