Nelson/Nygaard Consulting Associates Inc. 4/2/2020

non-salary reimbursable costs for cost plus fixed fee agreements as set forth in the attached Exhibit B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs; shall indicate the specific task or activity in the Scope of Work to which the costs are related; and shall indicate the cumulative total for each task. The CITY shall review the invoices and make payment for the portion of the project or tasks that have been completed less the amounts previously paid. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. Final payment for the balance due to the CONSULTANT will be made after the completion of the work and acceptance by the CITY C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses"means those types and amounts of expenses approved for reimbursement by the City. If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the expense, Service Provider acknowledges that the City retains the option not to reimburse Service Provider. Eligible expenses shall not exceed four thousand seven hundred thirty three dollars ($4,733). D. Total compensation, including all services and expenses, shall not exceed a maximum of One hundred sixty five thousand five hundred fifty four dollars ($165,554). E. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the City in performance of its work,the City may,in addition to any other remedy,withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting,re-procuring,or remedying any damage caused by Service Provider's conduct. 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Service Provider("Notice"). The Notice shall specify a termination date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider (whether by fax,mail, delivery or other method reasonably calculated to be received by Service Provider in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed for: (a)all hours worked and Eligible Expenses incurred up to the Notice Date,less all payments previously made; and(b)those hours worked and Eligible Expenses incurred after the Notice Date,but prior to the Termination Date,that were reasonably necessary to terminate the Work in an orderly manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's address provided herein,postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition,Notices may also be sent by any other method reasonably believed to provide Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7 waive, release, or forego any legal remedy for any violation,breach, or non-performance of any of the provision Page 2 (Form Approved by City Attorney's Office March 16,2015,updated August 19,2019)