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2. EFFECTIVENESS AND TERM OF AGREEMENT <br />This Agreement shall not become effective unless and until a site for the Shelter and <br />Services has been secured by Contractor as evidenced by a signed lease or other signed written <br />instrument to the City's satisfaction, provided that if no site is secured on or before October 31, <br />2018, this Agreement shall be void and have no force and effect. Such proof of a secured site shall <br />be subject to review and written approval by the City Manager, which on the date approved, the <br />City shall provide a written acceptance to the Contractor ("Effective Date"). The Agreement will <br />commence upon the Effective Date and continue for one year, unless terminated earlier in <br />accordance with Section 15, below. The term of this Agreement may be extended for a period of <br />up to one year by mutual agreement of the parties. <br />3. START-UP FUNDING AND COMPENSATION <br />a. Upon the Effective Date of this Agreement, City agrees to provide Contractor with <br />up to $650,000 in start-up funding as provided in Exhibit A. <br />b. From and after the Effective Date, City shall pay Contractor the monthly fee of <br />$185,141.67 as compensation for all Services rendered under this Agreement (for <br />year 1). The parties acknowledge that the monthly fees or other related <br />reimbursable items provided in Exhibit A may be adjusted in year 2 of the <br />Agreement, if extended, provided that the total not to exceed amount for the <br />Agreement, specified in subsection 2.c. below, remains unchanged. <br />C. The total sum to be expended under this Agreement, including any extension <br />periods, shall not exceed $6,000,000. This sum is comprised of (1) the amount of <br />$2,871,700 for year 1 costs, (2) $2,628,300 for year 2 costs, if the Agreement is <br />extended, and (3) an annual contingency of $250,000 for additional services and <br />reimbursable items to be provided by Contractor at the sole discretion and approval <br />of the City. A summary of year 1 costs is attached as Exhibit B. <br />d. With the exception of the payment required by Section 3.a., all other payments by <br />City shall be made within forty-five (45) days following receipt of proper invoice <br />evidencing fees, costs or services performed, subject to City accounting procedures. <br />4. SERVICE DELIVERY MONITORING <br />The City Manager or his or her designee shall have the right to access all activities and <br />facilities operated by Contractor under this Agreement. Facilities include all files, records, and <br />other documents related to the performance of this Agreement. Activities include attendance at <br />staff, board of directors, advisory committee and advisory board meetings, and observation of on- <br />going program functions. Contractor shall permit on -site inspection of the Shelter by City and <br />ensure that Contractor's employees and board members furnish such information, as in the <br />judgment of the City may be relevant to the question of compliance with contractual conditions, <br />or the effectiveness, legality, and achievements of the Services. <br />Page 2 of 8 <br />