The Gordian Group Inc 11/20/2018

Provider prior to expiration of the preceding term. Accordingly, if the City exercises both extension terms,the total term of this Agreement will be five years. 4. Compensation. A. The City shall pay the Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to complete the Work. B. The Service Provider shall be paid such amounts and in such manner as described in Exhibit B. C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses"means those types and amounts of expenses either listed in Exhibit C or such expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. If Exhibit C is either blank or not attached,expenses may not be reimbursed unless prior written approval was obtained from the City. An expense shall not be reimbursed if: (1)the expense is not identified in Exhibit C; (2) the expense exceeds the per item or cumulative limits for such expense if it is identified in Exhibit C; or(3)the expense was not approved in writing by an authorizedCitY representative prior to the Service Provider incurring the expense. If, and to the extent, overnight lodging in western Washington is authorized, Service Provider is strongly encouraged to lodge within the corporate limits of City. When authorized, Service Provider will be reimbursed 100% of lodging expense, if lodged within the corporate limits of the City, but Service Provider will be reimbursed 50% of lodging expense when lodged outside the corporate limits of the City. If authorized,the City may(at its sole option)obtain or arrange air travel for the Service Provider. D. Total compensation, including all services and expenses, shall not exceed a maximum of two hundred thousand Dollars($200,000) annually. E. If Service Provider fails or refuses to correct its work when so directed by the City, the City may 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. Method of Payment. A. To obtain payment, the Service Provider shall (a) submit invoices to the CityJOC pY � Administrator monthly in accordance with the terms specified in Exhibit B—Compensation. Each invoice shall include a list of all Job Orders and Supplemental Job Orders issued through the Job Order program during the month that have been issued a Notice to Proceed and shall be in a format acceptable to the City; and (b) comply with all applicable provisions of this Agreement. Service Provider shall be paid no more often than once every thirty days. Page 2 Gordian Group,Inc.Professional Services Agreement(2018)