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REV: 12-22-23 SK <br />3. Term. Unless terminated earlier pursuant to Section 21, the term of this <br />Agreement will be for a period of two years from the Effective Date. The foregoing <br />notwithstanding, continuation of the Agreement beyond the first year of the term is <br />contingent upon the City Council appropriating necessary funds for this Agreement. Any <br />extension will require a written amendment executed by both parties indicating the <br />effective date and length of the extended Agreement. <br />4. Schedule. Consultant will adhere to the schedule set forth in Exhibit “A”, provided, <br />that City, in its discretion, may grant reasonable extensions when performance of the <br />Services is delayed due to unusually lengthy governmental reviews or other unexpected, <br />unavoidable circumstances. Such circumstances will not include strikes, lockouts, work <br />stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers <br />or employees. <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />6. Compensation. City will pay to Consultant a not-to-exceed amount of Ninety Nine <br />Thousand Dollars ($99,000) for the completion of all the work and services described <br />herein, which sum will include all costs or expenses incurred by Consultant, payable as <br />set forth in Exhibit “A”. City will have the authority to withhold a 10% retention until it has <br />accepted all of the Services as complete. <br />6.1. Consultant must submit applications for payment that contain the following: <br />6.1.1. A clear, detailed invoice reflecting Services for which Consultant is <br />billing City; <br />6.1.2. A summary sheet showing hourly rates (if applicable); <br />6.1.3. Number of hours worked; <br />6.1.4. Percentage of Services completed to date; <br />6.1.5. Amount/percent billed to date; <br />6.1.6. Current status of all tasks within a project; <br />6.1.7. Any backup documentation reasonably necessary to substantiate <br />the preceding items; and <br />6.1.8. Any changes to the anticipated work schedule. <br />6.2. The payment made to Consultant pursuant to the Agreement will be the full <br />and complete compensation to which Consultant is entitled. City will not make any federal <br />or state tax withholdings on behalf of Consultant or its officers, agents, employees, <br />ATTY/AGR.2023.319/EXARO TECHNOLOGIES CORPORATION (On-Call As-Needed Potholing Services) (Page 2 of 14)