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listed in the exhibits may be provided to the City,upon written request by the Executive Director, <br /> or his/her designee. <br /> 2. COMPENSATION <br /> a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br /> the rates and charges set forth in Exhibit B. The total amount to be expended during <br /> the term of this Agreement shall not exceed $300,000. <br /> b. City agrees to compensate Consultant for any services provided to the City from <br /> February 18, 2023, until the effective date noted above. These services shall count <br /> towards the not to exceed amount in Section 2.a. above. <br /> C. Payment by City shall be made within 45 days (forty-five) days following receipt of <br /> proper invoice evidencing work performed, subject to City accounting procedures. <br /> City and Consultant agree that all payments due and owing under this Agreement <br /> shall be made through Automated Clearing House (ACH) transfers. Consultant <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 Consultant'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 expected <br /> by City. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above for a one (1) year term <br /> with the option for the City to extend the term up to six (6) months, exercisable by a writing by <br /> the City Manager and the City Attorney, unless terminated earlier in accordance with Section 14, <br /> below. <br /> 4. INDEPENDENT CONTRACTOR <br /> Consultant shall, during the entire term of this Agreement, be construed to be an <br /> independent contractor and not an employee of the City. This Agreement is not intended nor shall <br /> it be construed to create an employer-employee relationship, a joint venture relationship, or to <br /> allow the City to exercise discretion or control over the professional manner in which Consultant <br /> performs the services which are the subject matter of this Agreement; however, the services to be <br /> provided by Consultant shall be provided in a manner consistent with all applicable standards and <br /> regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br /> security taxes, unemployment insurance and similar taxes relating to employees and shall be <br /> responsible for all applicable withholding taxes. <br /> 5. OWNERSHIP OF MATERIALS <br /> Page 2of10 <br />