Agmt23 City Data Services Software, LLC

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09-21-2023 SK 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 be for a period of three years from the Effective Date, expiring June 30, 2026. 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 flat-rate amount of Twenty-Four Thousand Six Hundred and Sixty Dollars ($24,660) 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”. City will have the authority to withhold a 10% retention until it has accepted all of the Services as complete. 6.1. Consultant shall submit to City an invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice. Consultant’s invoices shall include the following information to which such services cost or pertain: 6.1.1. Invoice shall be on company letterhead with current contact information; 6.1.2. Type of module maintenance provided; and 6.1.3. The date the services were performed. 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 payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any Consultant Personnel for work done under this Agreement. At the City’s election, City may deduct the reimbursable amount from any balance owing to Consultant. ATTY/AGR.2023.159/City Data Services (CDBG grant data system development/management) (Page 2 of 13)