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Consulting Services Agreement between City of San Leandro and Last revised 3/23/2021 CivicPlus, LLC for Website Update Project Page 2 of 16 event of a conflict between this Agreement and Consultant’s Statement of Work, attached and incorporated herein as Exhibit B, 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 payments 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 pensions 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 re quired under this Agreement. 2.1 Invoices. Consultant shall submit invoices in accordance with the Statement of Work, annually during the term of this Agreement. 2.2 Annual Payment. City shall make annual payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Notwithstanding the foregoing, satisfaction of performance shall not be unreasonably withheld. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 30 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Notwithstanding the foregoing, satisfaction of performance shall not be unreasonably withheld. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 [Section Removed] Hourly Fees. This section intentionally omitted. 2.6 [Section Removed] Reimbursable Expenses. This section intentionally omitted. DocuSign Envelope ID: E99D2A46-2E56-4E25-BA13-EFF4879851FC