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2 <br />1.SCOPE OF SERVICES <br />Contractor shall perform during the term of this Agreement, the tasks and obligations, <br />including all labor, materials, tools, equipment, and incidental customary work, required to fully <br />and adequately complete the services described and set forth in the Scope of Work attached hereto <br />as Exhibit A. <br />2.COMPENSATION <br />a.City agrees to pay, and Contractor agrees to accept as total payment for its services <br />for City, the rates and charges detailed in the Budget attached hereto as Exhibit B. <br />The total sum to be expended during the term of this Agreement shall not exceed <br />$3,841,845.51. <br />b.Contractor agrees and understands that the City has the right to withhold up to 10% <br />of the total contract value pursuant to the contractor achieving performance-based <br />goals provided in Exhibit A. City shall evaluate said goals on a quarterly basis. <br />Amounts subject to being withheld shall not exceed $96,046.14 per quarter, or <br />$32,015.38 monthly, during each quarter. The total annual amount, subject to <br />withholding, shall not exceed $384,184.55. <br />c.Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />City and Contractor agree that all payments due and owing under this Agreement <br />shall be made through Automated Clearing House (ACH) transfers. Contractor <br />agrees to execute the City’s standard ACH Vendor Payment Authorization and <br />provide required documentation. Upon verification of the data provided, the City <br />will be authorized to deposit payments directly into Contractor’s account(s) with <br />financial institutions. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />d.The compensation required pursuant to this Agreement will be paid by City to <br />Contractor from multiple federal, state, and local funding sources (each <br />individually a "Funding Source" and cumulatively the "Funding Sources"), <br />including, but not limited to, the following: <br />i.HHAP <br />Contractor will be required to enter into a separate funding agreement for each <br />Funding Source. Contractor will be required to comply with all requirements of <br />each Funding Source, as detailed in the separate funding agreements. The total <br />amount of compensation in said funding agreements shall count toward the total <br />amount due and owing from City to Contractor under this Agreement, not <br />compensation in addition to the total amount of this Agreement. If Contractor does <br />not execute any of the separate funding agreements, Contractor will forfeit that <br />EXHIBIT 1