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listed in the exhibits may be provided to the City, upon written request by the Executive Director, or his/her designee. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges set forth in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $300,000. b. City agrees to compensate Consultant for any services provided to the City from February 18, 2023, until the effective date noted above. These services shall count towards the not to exceed amount in Section 2.a. above. C. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a one (1) year term with the option for the City to extend the term up to six (6) months, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 14, below. 4. INDEPENDENT CONTRACTOR Consultant 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 it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS Page 2 of 10