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2.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the obligations of the other. 3.0 DISBURSEMENT OF FUNDS 3.1 Maximum Amount of CDBG Funds. City hereby agrees to pay Consultant a sum not to exceed $193,594.79 in CDBG Funds, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's "Scope of Services" (Exhibit "A") regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payment from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any persons and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. Consultant hereby further acknowledges that the City cannot guarantee that CDBG Funds will be received from HUD. City's obligation to fund the work hereunder is limited to the availability of CDBG Funds from HUD. If CDBG Funds are not forthcoming from HUD for any reason, City shall not have any obligation to fund the work through any other source of funds. 3.2 Maximum Amount of General Funds. Not applicable. 3.3 Termination of Fund Obligation. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of City. In this event, City shall compensate Consultant for all outstanding costs incurred for work satisfactorily completed as of the date of written notice thereof. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to date. 3.4 Method of Payment- CDBG Funds. Unless otherwise specified in Exhibit "A", not more frequently than monthly and at least quarterly, Consultant may submit to Contract Officer an invoice, in a form acceptable to City, setting forth the amounts actually expended by Consultant for the services performed and reimbursable costs incurred prior to the invoice date; provided that said expenses are provided for under Exhibit "B" and performance standards have been met under this Agreement. Said invoice shall be accompanied with such additional supporting information as requested by City, including: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A "Task Summary" containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or timesheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expenses accompanied with paid receipts; • Consultant's signature; and • Consultant shall give separate notice to City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours within a twelve (12) month period under this Agreement and any other agreement between Consultant -5 CDBG Consulting Services Agreement for Rebuilding Together Oakland East Bay