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the term of this Agreement shall not exceed $82,284.94 consisting of the RFID conversion and equipment to utilize the new technology of $72,280.54; two (2) year software and hardware service support plan for $7,016 for the last two years of the Agreement; and a contingency for additional RFID tags and unexpected occurrences of $2,988.40 to be used at the City's sole discretion. b. City shall pay 50% of the conversion and equipment costs prior to the start of the conversion upon receipt of a proper invoice and shall pay the remaining 50% of the conversion and equipment costs within forty-five (45) days of the date that the Parties agree that the conversion process is complete and hardware installed and upon City's receipt of a proper invoice for the balance. City will be invoiced separately for the software and hardware service support plan and any use of contingency funds. c. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 16, 2021 for a three (3) year term until March 15, 2024, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the 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. 5. RESERVED 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act