Agmt10 Green Environment Inc (2).

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Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A ", provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be $18,400. Consultant has agreed to bill the City and Bae -Gem equally and separately for the services and work product to be provided under this Agreement; $18,400 represents 50% of the total estimated price of the scope of services. Upon full payment of $18,400 to Consultant, Consultant must complete all project tasks stated in Exhibit "A ", and no further payment from the City may be sought by Consultant. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhold a10% percent retention until City has accepted all of the services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. Payment will occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. Incremental payments, if applicable, will be made as outlined in attached Exhibit "A ". 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 agents, employees or ATTY /AG R/2010.087 2 090910