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"not to exceed amount except for such extra services as may be authorized pursuant to Section 6 below. Compensation shall be earned as provided in Exhibit "A." (b) Partners shall pay Consultant no later than 30 days after City receives and verifies a written invoice from Consultant in a form satisfactory to the Project Manager. At a minimum, Consultant's invoice shall contain a description of the services performed and /or the specific task completed from Exhibit "A Consultant shall not submit invoices to Partners more frequently than once a calendar month. (c) The compensation set forth in this Agreement shall constitute the total compensation for all costs of the services provided by Consultant, including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, typing, duplication, computer time, and any and all other costs, expenses, and charges incurred by Consultant, its agents and employees to provide the services described in this Agreement. 6. Extra Services. Consultant shall provide, and Partners shall pay for, such extra services agreed to in writing by the parties that are not reasonably included within the services described in Section 3 above. The total cumulative compensation for all extra services under this Agreement shall not be more than 10% of the not to exceed amount. 7. Term. The term of this Agreement shall commence on 20 and shall terminate upon the earlier of the completion of the services or February 1, 2011, whichever occurs first. 8. Termination by City. Upon thirty (30) calendar days written notice to Consultant, Partners may terminate any portion or all of the services described in this Agreement. In the event of such termination, Consultant shall have the right and obligation to immediately assemble all work in progress for the purpose of winding up the terminated services. All compensation for actual work performed and charges outstanding at the time of termination shall be payable in accordance with Section 5(b) above. 9. No Assignment. No portion of this Agreement shall be assigned or subcontracted by Consultant without Partners' express written consent. The term "assignment" shall include any sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or party to a joint venture, which results in a change of control of Consultant. Control means fifty percent or more of the voting power, or twenty -five percent or more of the assets of the corporation, partnership or joint-venture. 10. Project Manager. Consultant's services under this Agreement shall be performed under the general direction of and coordination with Partners' "Project Manager," Melinda Sunnarborg, or such person as the Partners may designate. 11. Ownership of Documents. All drawings, designs, data, photographs, reports and Professional Services Agreement Page 3 Rev. 3/2007