Agmt20 Town of Atherton - Laserfiche WebLink

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B. The services of RWC are to commence upon full execution of this Contract, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit "B." C. RWC's failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3. D. The City's City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation. 3. COMPENSATION: A. The RWC shall be paid monthly for the actual fees and costs of services, but in no event shall total compensation exceed $40,000 per term, without City's prior written approval. RWC's fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "C". B. Said amount shall be paid upon submittal of periodic billings showing completion of the tasks that month. RWC shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings. If RWC's performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the RWC's failure to perform in conformity with the Schedule of Performance is a documented result of the City's failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5. C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4. 4. TERMINATION: A. This Contract may be terminated by either party, provided that the other party is given not less than thirty (30) calendar days' written notice (delivered by registered mail) of intent to terminate. B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the RWC is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, RWC shall immediately suspend its activities under this Contract. C. Notwithstanding any provisions of this Contract, RWC shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by RWC, and the City may withhold any payments due to RWC until such time as the exact amount of damages, if any, due the City from RWC is determined. D. In the event of termination, the RWC shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof. REV: 07-15-2020 EI ATTY/AGR 2020 127/Town of Atherton (Page 2 of 12)