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will also use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless terminated earlier pursuant to Section 21, the term of this Agreement will begin on the Effective Date and will end when Consultant has performed the Services completely. 4. Schedule. Consultant will adhere to the schedule set forth in Exhibit A, provided, that City, in its discretion, may grant reasonable extensions when performance of the Services is delayed due to unusually lengthy governmental reviews or other unexpected, unavoidable circumstances. Such circumstances will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. City will pay to Consultant a not -to -exceed amount of Three Hundred Thousand Dollars ($300,000.00) for the completion of all the work and services described herein, which sum will include all costs or expenses incurred by Consultant, payable as set forth in Exhibit A. 6.1 Consultant must submit applications for payment that contain the following: • A clear, detailed invoice reflecting Services for which Consultant is billing City; • A summary sheet showing hourly rates (if applicable); • Number of hours worked; • Amount/percent billed to date; Current status of all tasks within a project; • Any backup documentation reasonably necessary to substantiate the preceding items; and • Any changes to the anticipated work schedule. 6.2. 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 officers, agents, employees, consultants, or subcontractors (collectively, "Consultant Personnel"). City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or any Consultant Personnel. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime REV: 10-04-19 DZ ATTY/AGR.2019.259/Urban Planning Partners (Page 2 of 14)