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Consulting Services Agreement between City of San Leandro and 12/18/2017 <br />ConvergeOne, Inc. for Cisco Firewall Upgrade Project Exhibit A – Page 3 of 16 <br />2.1 Invoices. City agrees to pay an amount equal to fifty percent (50%) of the total charge for <br />product, and fifty percent (50%) of total charge for services upon execution of this <br />Agreement. The remaining balance of product charges, shipping, plus applicable taxes, is <br />due upon delivery of product pursuant to this Agreement. The remaining balance of <br />charges for services, plus applicable taxes, is due upon final invoice. Risk of loss of the <br />product will pass to City upon shipment and City is responsible for providing and <br />maintaining insurance against loss for the full replacement value of the products. Title to <br />the products will pass to City when Contractor receives full payment for the products. <br />Recurring charges for Maintenance Services are invoiced in advance. City must pay all <br />applicable taxes when invoiced. Invoices are due within thirty (30) days of the date of <br />invoice. For past due invoices, City agrees to pay late payment charges of one and one- <br />half percent (1.5%) of the overdue amount per month, or the maximum lawful amount, <br />whichever is less. In the event of a disputed invoice, City agrees to pay the entire <br />undisputed amount of such invoice by the due date and to include with the remittance <br />sufficient detail for Contractor to ascertain what amount is in dispute and why. The Parties <br />shall use good faith efforts to reconcile the disputed amount within thirty (30) days of <br />receiving notification of any dispute. After one hundred and twenty (120) days any <br />disputes unresolved at that time shall be referred to a collection agency at Contractor <br />discretion. <br />2.2 Total Payment. City shall pay for the products and services to be rendered by Consultant <br />pursuant to this Agreement. City shall not pay any additional sum for any expense or cost <br />whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City <br />shall make no payment for any extra, further, or additional service pursuant to this <br />Agreement. <br />In no event shall Consultant submit any invoice for an amount in excess of the maximum <br />amount of compensation provided above either for a task or for the entire Agreement, <br />unless the Agreement is modified prior to the submission of such an invoice by a properly <br />executed change order or amendment. <br />2.3 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed <br />the amounts shown on the compensation schedule attached hereto as Exhibit B. <br />2.4 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall <br />not exceed $0.00. Expenses not listed in Exhibit B are not chargeable to City. <br />Reimbursable expenses are included in the total amount of compensation provided under <br />this Agreement that shall not be exceeded. <br />2.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes <br />incurred under this Agreement and any similar federal or state taxes. <br />2.6 Payment upon Termination. In the event that the City or Consultant terminates this <br />Agreement pursuant to Section 8, the City shall compensate the Consultant as follows: