Agmt20 True North Compliance Services, Inc.

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3. Term. Unless terminated earlier pursuant to Section 21, the term of this Agreement will be effective until June 30, 2021. The City Manager may amend the Agreement to extend it for two additional one-year periods in an amount not to exceed One Hundred Thousand Dollars ($100,000) per extension term. Any extension will require a written amendment executed by both parties indicating the effective date and length of the extended Agreement. 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 One Hundred Thousand Dollars ($100,000) 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 "B". City will have the authority to withhold a 10% retention until it has accepted all of the Services as complete. 6.1 Consultant must submit applications for payment that contain the following: 6.1.1. A clear, detailed invoice reflecting Services for which Consultant is billing City; 6.1.2. A summary sheet showing hourly rates (if applicable); 6.1.3. Number of hours worked; 6.1.4. Percentage of Services completed to date; 6.1.5. Amount/percent billed to date; 6.1.6. Current status of all tasks within a project; 6.1.7. Any backup documentation reasonably necessary to substantiate the preceding items; and 6.1.8. 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, REV: 08-20-2020 RL ATTY/AGR.2020.155/True North (Page 2 of 21)