PAKPOUR CONSULTING GROUP, INC. (#2026404)

Contract #2026404 Page 2 of 6 starting in 2026 capped at San Francisco–Oakland–Hayward Consumer Price Index for, based on the published October index. Payment shall be made on a milestone basis upon receipt and approval of the Consultant's work and invoice, approval of which shall not be unreasonably withheld, conditioned or delayed. Total compensation for services and reimbursement for costs shall not exceed five million ($5,000,000) unless the parties agree pursuant to Section 8, below. a. Invoices submitted to City must contain a brief description of work performed, percentage of work completed, percentage of Agreement time used, percentage of Agreement amount expended and City reference number 2026404 for the master contract. Each invoice shall be broken down by each approved Task Authorization and shall not exceed the limit of each Task Authorization. Payment shall be made within thirty (30) days of receipt and approval of the Consultant's invoice. If payment of any undisputed amount due and owing to Consultant is not made within sixty (60) days of submittal of the invoice for such amount, Consultant shall, upon seven (7) days written notice, be entitled to suspend its services until such payment is made. b. Upon completion of work and acceptance by City for each Task Authorization, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. 6. Sufficiency of Consultant's Work. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. Services shall be performed by Consultant in accordance with generally accepted high professional practices and principles and in a manner consistent with a high level of care and skill ordinarily exercised under similar conditions by members of Consultant’s profession currently practicing in California. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and applicable federal, state and local laws and a high professional standard of care in California. 7. Ownership of Work. All work product and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of the City. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent. 8. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. Docusign Envelope ID: FEFC9AF2-1478-4B9F-806B-DF97B62C9BB3