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2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit A. The total amount authorized during <br />the term of this Agreement, including any extension period(s), shall. not exceed Forty <br />Thousand, Two Hundred Eleven Dollars and Eighty -Six Cents ($40,211.86). This sum <br />is comprised of (1) a base amount of $30,131.86 and (2) a contingency in the amount <br />of $10,080 for additional services at the City's sole discretion. <br />b. City shall pay 50% of the quoted costs of the RFID project prior to the commencement <br />of the RFID project within forty-five (45) days of receipt of a proper invoice and shall. <br />pay the remaining 50% of the quoted costs within forty-five (45) days of the date that <br />the Parties agree that the RFID project is complete and hardware installed and upon <br />City's receipt of a proper invoice for the balance. City will be invoiced separately for <br />the software and hardware service support plan and any use of contingency funds. <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 />Payment need not be made for work, which fails to meet the standards of performance <br />set forth. in the Recitals, which may reasonably be expected by City. <br />d, This Agreement contemplates compensation for services rendered on and after March <br />15, 2024. <br />3. TERM <br />This Agreement shall commence on March 19, 2024 for a three (3) year term until March <br />15, 2027, unless terminated earlier in accordance with Section 15, below, <br />4. INDEPENDENT CONTRACTOR <br />Contractor 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 Contractor <br />performs the services which are the subject matter of this Agreement.; however, the services to be <br />provided by Contractor shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Contractor 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. RESERVED <br />Page 2 of <br />