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variability in the number of actual annual merchant processing transactions versus anticipated annual transactions. b. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures, unless CONSULTANT or CONSULTANT's merchant processor directly debts CITY provided bank account. C. Payment need not be made for work which fails to meet the standards of performance as set forth in the Recitals and which may reasonably be expected by CITY. 3. OPTIONAL CONTINGENCY a. The Parties hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with an updated walk-up payment kiosk hardware and software solution utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, and program maintenance. This Optional Contingency may be exercised by CITY prior to January 31, 2019, on a three-year prepaid lease basis beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The detail terms for the exercise of this optional contingency provision shall be set - out via a Change Order proviso. 4. TERM The Term of this Agreement shall be effective from July 1, 2018 and shall terminate on June 30, 2022, unless amended by the Parties for a longer term or terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of CITY. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE The Parties agree that (Section 15. Insurance) of the Biller Agreement (Exhibit 1) is hereby amended to add the requirement that CONSULTANT obtain the following additional insurance: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to 3