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DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 SECTION II: CONTRACTOR'S SERVICES Contractor must perform the services described in Exhibit A to the City's satisfaction within the terms and conditions of this Agreement and within the care and skill that a person who provides similar services in Chandler, Arizona exercises under similar conditions. All work or services furnished by Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part of the work or services under this Agreement must be new, or the latest model, and of the most suitable grade and quality for the intended purpose of the work or service. SECTION Ill: PERIOD OF SERVICE Contractor must perform the services described in Exhibit A for the term of this Agreement. The term of the Agreement is one year and begins on December 12. 2022 and ends on December 11, 2023, unless sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor may mutually agree to extend the Agreement for up to four additional terms of one year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond the expiration of any extension term. SECTION IV: PAYMENT OF COMPENSATION AND FEES Unless amended in writing by the Parties, Contractor's compensation and fees as more fully described in Exhibit B for performance of the services approved and accepted by the City under this Agreement must not exceed $500,000. Contractor must submit requests for payment for services approved and accepted during the previous billing period and must include, as applicable, detailed invoices and receipts, a narrative description of the tasks accomplished during the billing period, a list of any deliverables submitted, and any subcontractor's or supplier's actual requests for payment plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum will be made in accordance with the percentage of the work completed during the preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work completed on the service during the preceding month. All requests for payment must be submitted to the City for review and approval. The City will make payment for approved and accepted services within 30 days of the City's receipt of the request for payment. Contractor bears all responsibility and liability for any and all tax obligations that result from Contractor's performance under this Agreement. All prices offered herein shall be firm against any increase for the initial term of the Agreement. Prior to commencement of subsequent renewal terms, the City may approve a fully documented request for a price adjustment. The City shall determine whether any requested price increases for extension terms is acceptable to the City. If the City approves the price increase, the price shall remain firm for the renewal term for which it was requested. If a price increase is agreed upon by the Parties a written Agreement Amendment shall be approved and executed by the Parties. SECTION V: GENERAL CONDITIONS 5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses pertaining to this Agreement and records of accounts between the City and Contractor must be Page 2 of 21 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 Owner DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778 DocuSign Envelope ID: 3C1FBCA8-DC79-4606-99EC-6E327F731778