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2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges detailed in the Budget attached hereto as Exhibit B. The total sum to be expended during the term of this Agreement shall not exceed $2,801,700.10, including any extension periods exercised under Section 3. 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. Payment need not be made, or shall be refimded, for work that fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. C. The compensation required pursuant to this Agreement will be paid by City to Contractor from multiple federal, state, and local funding sources (each individually a "Funding Source" and cumulatively the "Funding Sources"), including, but not limited to, the following: i. HHAP ii. ARPA Contractor will be required to enter into a separate funding agreement for each Funding Source. Contractor will be required to comply with all requirements of each Funding Source, as detailed in the separate funding agreements. The total amount of compensation in said funding agreements shall count toward the total amount due and owing from City to Contractor under this Agreement, not compensation in addition to the total amount of this Agreement. If Contractor does not execute any of the separate funding agreements, Contractor will forfeit that amount of funding from that Funding Source, and City will have the option to terminate this Agreement pursuant to the terms of Section 15, below. Additionally, in the event any Funding Source is reduced by 25% or more, City will have the option to terminate this Agreement pursuant to the terms of Section 15, below. 3. TERM This Agreement shall commence on January 1, 2023, and continue through December 31, 2023, imless terminated earlier in accordance with Section 15 below. The term of this Agreement may be extended up to three (3) additional one (1) year terms upon a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Contractor 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