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or employees of the City. <br />2.2No substantial changes in the scope of services shall be made without the prior written approval <br />of P3Worksand the City. <br />2.3P3Worksshall supply all tools and means necessary to perform the services and production of the <br />work product described in Exhibit A. <br />ARTICLE III <br />PAYMENT TERMS AND CONDITIONS <br />3.0In consideration for the services to be performed by P3Works, the Cityagrees to pay P3Works <br />the fees for all services and related costs and expenses set forth in Exhibit A, beginning the first day of the <br />month following the execution of this Agreement. Beginning onthe February 1following the levy of the <br />Assessmentand eachFebruary 1 thereafter, the fees shall increase by 2%. <br />3.1Monthly invoices shall be submitted to the Cityfor work completed. Cityagrees to promptly <br />process payment through the escrow agentwho will make payment to P3Works. <br />3.2Copies of all invoices to P3Worksfor expenses, materials, or services provided to P3Workswill <br />accompany the invoice to the City.P3Workswill pass any third-partycost throughto the Citywithout <br />markup andwill not incur any expense in excess of $200 without written consent of the City. <br />3.3The only source of payment for P3Worksor funds <br />advanced by the developer. The Citygeneral fund shall never be used to pay for any expenses relating to <br />P3Worksadministration of the District. In the event there is insufficient District funds in a given year to <br />pay P3Worksfees and expenses, P3Worksagrees to defer the fees and expenses until such time as there <br />are sufficient District funds or funds advanced bythe developer. <br />ARTICLE IV <br />TERMINATION OF THIS AGREEMENT <br />4.0Notwithstanding any other provisions of this Agreement, either party may terminate this <br />Agreement at any time by giving sixty (60) days written notice to the other party without penalty.City <br />shall pay P3Works, within 30 days of such termination, all of P3Works <br />accrued or incurred to and including the date of termination, including any amount incurred or accrued in <br />connection with work in progress. <br />ARTICLE V <br />GENERAL PROVISIONS <br />5.0This Agreement supersedes any and all agreements,either oral or written,between the parties <br />hereto with respect to rendering of services by P3Worksfor the Cityand contains all of the covenants and <br />agreements between the parties with respect to the rendering of such services in any manner whatsoever. <br />Each party of this Agreement acknowledges that no representations, inducements, promises, or <br />agreements,orally or otherwise, have been made by any party which are not embodiedherein and that no <br />other agreement, statement, or promise not contained in this Agreement shall be valid or binding. <br />Version 05.18.2021 2 <br /> <br />