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REV: 01-08-26 VR <br />is delayed due to unusually lengthy governmental reviews or other unexpected, <br />unavoidable circumstances, -such as beyond the reasonable control of the Consultant, <br />including, without limitation, an act of God (earthquake, hurricane, tornado, flooding, or <br />other natural disaster or severe weather); or in the case of war, action of foreign enemies; <br />terrorist activities; labor dispute or strike; pandemic; government sanction; blockage; or <br />embargo. <br />5. Time is of Performance. It is understood that Consultant shall use <br />commercially reasonable efforts to perform its obligations under this Agreement within <br />the time specified by the City, if such specifications are provided. <br />6. Compensation. City will pay to Consultant a not-to-exceed amount of One <br />Million Five Hundred Thousand Dollars ($1,500,000) for the completion of all the work <br />and services described herein, which sum will include all costs or expenses incurred by <br />Consultant, payable as set forth in Exhibit “A”. <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, if applicable; <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 requested by City to <br />substantiate 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 <br />federal or state tax withholdings on behalf of Consultant or its officers, agents, <br />employees, consultants, or subcontractors (collectively, “Consultant Personnel”). <br />City will not be required to pay any workers’ compensation insurance or <br />unemployment contributions on behalf of Consultant or any Consultant Personnel. <br />Consultant agrees to reimburse City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or <br />workers' compensation payment which City makes on behalf of Consultant or any <br />ATTY/AGR.2025.331/Ingram Book Group LLC (Ingram 2025) (Page 2 of 30)