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REV: 03-27-25 MI City Manager may amend the Agreement to extend it for three additional one-year periods in an amount not to exceed One Hundred Eighty-Four Thousand Dollars ($184,000) 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 for implementation, if any, set forth in the Statement of Work, 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 fees for the Services as set forth in the Biller Order Form. Notwithstanding the foregoing, during the initial term, in no event will the total compensation for Services payable to Consultant by the City pursuant to this Agreement exceed the amount of One Million Three Hundred-Fifty Two Thousand Dollars ($1,352,000) (the “Not-to Exceed Amount”). The City shall track the total amounts paid to the Consultant and, when such payments reach within ten percent (10%) of the Not-to- Exceed Amount (as may be amended by the parties), the City shall promptly notify the Consultant. The foregoing notification shall trigger a discussion between the parties, and the parties may agree to amend the Agreement to increase Not-to-Exceed Amount. 6.1. Consultant will provide 6.1.1. A clear, detailed invoice reflecting Services for which Consultant is billing City. 6.2. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled to receive from the City. 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 is solely responsible for any tax withholdings, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment required for any Consultant Personnel for work done under this Agreement. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement will not be considered employees of City for any purposes. ATTY/AGR.2025.049/Invoice Cloud (Page 2 of 39)