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forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, <br /> Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot <br /> guarantee that payment will occur within this time period. In the event any charges or expenses <br /> are disputed by City, the original invoice shall be returned by City to Consultant for correction <br /> and resubmission. Review and payment by the City of any invoice provided by the Consultant <br /> shall not constitute a waiver of any rights or remedies provided herein or any applicable law. <br /> 2.3 Additional Services. City shall have the right at any time during the <br /> performance of the services, without invalidating this Agreement, to order extra work beyond <br /> that specified in the Scope of Services or make changes by altering, adding to or deducting from <br /> said work. No such extra work may be undertaken unless a written order is first given by the <br /> Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum <br /> for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said <br /> adjustments are subject to the written approval of the Consultant. Any increase in compensation <br /> of up to ten percent(10%) of the Contract Sum but not exceeding a total contract amount of Five <br /> Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved <br /> by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be <br /> approved by the City Council. No claim for an increase in the Contract Sum or time for <br /> performance shall be valid unless the procedures established in this Section are followed. <br /> 3. PERFORMANCE SCHEDULE <br /> 3.1 Time of Essence. Time is of the essence in the performance of this <br /> Agreement. <br /> 3.2 Schedule of Performance. Consultant shall commence the services <br /> pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all <br /> services within the time period(s) established in the "Schedule of Performance" attached hereto <br /> as Exhibit "C" and incorporated herein by this reference. When requested by the Consultant, <br /> extensions to the time period(s) specified in the Schedule of Performance may be approved in <br /> writing by the Contract Officer but not exceeding thirty(30) days cumulatively. <br /> 3.3 Force Majeure. The time period(s) specified in the Schedule of <br /> Performance for performance of the services rendered pursuant to this Agreement shall be <br /> extended because of any delays due to unforeseeable causes beyond the control and without the <br /> fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public <br /> enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, <br /> riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, <br /> including the City, if the Consultant shall within ten (10) days of the commencement of such <br /> delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall <br /> ascertain the facts and the extent of delay, and extend the time for performing the services for the <br /> period of the enforced delay when and if in the judgment of the Contract Officer such delay is <br /> justified. The Contract Officer's determination shall be final and conclusive upon the parties to <br /> this Agreement. In no event shall Consultant be entitled to recover damages against the City for <br /> any delay in the performance of this Agreement, however caused, Consultant's sole remedy <br /> being extension of the Agreement pursuant to this Section. <br /> 3.4 Term. Unless earlier terminated in accordance with Article 7 of this <br /> Agreement, this Agreement shall continue in full force and effect until completion of the services <br /> 2 <br /> 01203.0006/406915.2 <br />