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� sE <br />a. CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services, <br />the rates and charges identified in EXHIBITS A and B. The total sum to be expended under <br />this Agreement shall not exceed $250,000.00 during the initial two-year base term of this <br />Agreement and shall not exceed $125,000.00 if the additional one-year option is exercised. <br />1. The incurring of basic service charges as identified in EXHIBIT A shall be subject <br />to the number of qualifying Complex and Non-complex audits (as defined in <br />EXHIBITS B & C) nominated by CITY annually. <br />fl. The incurring of contingent service charges during any annual period shall be at <br />the discretion of CITY. <br />Iii. The incurring of charges for other optional services during any annual period <br />shall be at the discretion of CITY. <br />b. Change Order Contingency — from time -to -time, at CITY's option, CITY may request optional services <br />of CONSULTANT at mutually agreed upon scope and fees. <br />c. CONSULTANT's invoices for services pursuant to this Agreement will be rendered each month as <br />work progresses and are payable upon presentation. In accordance with CONSULTANT's firm policy, <br />work may be suspended if account becomes 60 days or more overdue and will not be resumed until <br />CITY'S account is paid in full. <br />d. If CONSULTANT elects to terminate services for nonpayment, CONSULTANT's engagement will be <br />deemed to have been completed upon written notification of termination even if CONSULTANT has <br />not completed services. CITY will be obligated to compensate CONSULTANT for all time expended <br />and to reimburse CONSULTANT for all out-of-pocket expenditures through the date of termination. <br />e. All fees in the fee schedule (EXHIBIT A) include CONSULTANT's costs for travel, lodging, and other <br />incidentals. <br />f. Payment by CITY shall be made within thirty (30) days following receipt of proper Invoicing prepared <br />by CONSULTANT evidencing work performed, subject to City accounting procedures. Payment <br />need not be made for work which fails to meet the standards of performance set forth in the recitals <br />which may reasonably be expected by City. <br />g. Invoices not paid within thirty (30) days shall accrue interest commencing on the 318` day until paid, at <br />the rate of 0.5% per month. <br />h. If CITY causes any unnecessary delays or requests changes to the scope of this agreement, the <br />CONSULTANT shall immediately stop work and notify CITY of any cost increases or decreases <br />related to such delays or changes and wait for a written authorization to proceed. <br />1. The fees outlined in EXHIBIT A are based on CONSULTANT's premier client "Early Adopter" <br />discount program and based on anticipated cooperation from the CITY personnel assigned to assist <br />us in this engagement, supporting documentation is readily available, and that unexpected <br />circumstances will not be encountered during the engagement. Should unexpected circumstances <br />arise, CONSULTANT will promptly inform CITY before continuing with any work. <br />j. CONSULTANT acknowledges the value of the CITY as a premier client. Therefore, CONSULTANT, <br />in recognizing that this engagement is an industry-leading program in an important emerging market, <br />CONSULTANT's fees are based on a significant "Early Adopter° discount to CITY. CONSULTANT's <br />Early Adopter Program allows CONSULTANT's team to work collaboratively with key clients to <br />pioneer new service offerings. Because CONSULTANT views Early Adopter clients as strategically <br />important, CONSULTANT devotes senior resources and a deeper pool of experts to the project in <br />addition to deep discounted fees. In exchange, clients are asked to provide detailed feedback and <br />