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Agreement, and shall meet any other established schedules and deadlines. The Parties may, by <br />mutual, written consent, extend the term of this Agreement if necessary to complete the Services. <br />3.2 Compensation. <br />3.2.1 Compensation. Consultant shall receive compensation, including <br />authorized reimbursements, for all Services rendered under this Agreement at the rates set forth <br />in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation <br />shall not exceed $2,896,950 during the term of this agreement, including an extension periods <br />exercised under Section 3. The sum is comprised of (1) the base amount of $2,759,000, and (2) <br />a 5% contingency in the amount of $137,950 for additional services at the City's sole discretion. <br />Extra Work may be authorized, as described below, and if authorized, will be compensated at the <br />rates and manner set forth in this Agreement. <br />3.2.2 Payment of Compensation. Consultant shall submit to City a monthly <br />invoice which indicates work completed and hours of Services rendered by Consultant. The <br />invoice shall describe the amount of Services provided since the initial commencement date, or <br />since the start of the subsequent billing periods, as appropriate, through the date of the invoice. <br />City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed <br />and approved charges. If the City disputes any of Consultant's fees, the City shall give written <br />notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth <br />therein. Payment shall not constitute acceptance of any Services completed by Consultant. The <br />making of final payment shall not constitute a waiver of any claims by the City for any reason <br />whatsoever. <br />3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any <br />expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. <br />3.2.4 Extra Work. At any time during the term of this Agreement, City may <br />request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which <br />is determined by City to be necessary for the proper completion of the Project, but which the <br />Parties did not reasonably anticipate would be necessary at the execution of this Agreement. <br />Consultant shall not perform, nor be compensated for, Extra Work without written authorization <br />from the City. <br />3.3 Responsibilities of Consultant. <br />3.3.1 Independent Contractor; Control and Payment of Subordinates. The <br />Services shall be performed by Consultant or under its supervision. Consultant will determine the <br />means, methods and details of performing the Services subject to the requirements of this <br />Agreement. City retains Consultant on an independent contractor basis and not as an employee. <br />Any personnel performing the Services on behalf of Consultant shall not be employees of City <br />and shall at all times be under Consultant's exclusive direction and control. Neither City, or any <br />of its officials, officers, directors, employees or agents shall have control over the conduct of <br />Consultant or any of Consultants officers, employees or agents, except as set forth in this <br />Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in <br />connection with their performance of Services under this Agreement and as required by law. <br />Consultant shall be responsible for all reports and obligations respecting such additional <br />personnel, including, but not limited to: social security taxes, income tax withholding, <br />unemployment insurance, disability insurance, and workers' compensation insurance. <br />-2- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />