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(3) Contractor's proposal, attached as Exhibit B. <br />2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services, <br />the rates and charges identified in Exhibit B, for services actually performed at <br />events mutually agreed upon by the parties in a signed writing. The total amount of <br />this Agreement shall not exceed Two Hundred Thousand Dollars and 00/100 <br />($200,000). <br />b. Payment of deposit of half of the proper invoice for a mutually agreed upon event, <br />shall be processed and paid to Contractor prior to such mutually agreed upon event, <br />following City's receipt of the proper invoice for such mutually agreed upon event. <br />In the event Contractor fails to provide a proper invoice for a mutually agreed upon <br />event at least one (1) week prior to the mutually agreed upon event, then payment <br />shall be paid in full, subject to City's accounting procedures, within forty-five (45) <br />days following City's receipt of the proper invoice for a mutually agreed upon <br />event. <br />C. Remaining balance for a mutually agreed upon event shall be paid within forty-five <br />(45) days following the date of the mutually agreed upon event, subject to City <br />accounting procedures, <br />d. 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. <br />e. Payment need not be made for work that fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on June 1, 2024 and expire on May 31, 2026, with the <br />option for the City to grant up to three (3) one (1) year renewals, exercisable by a writing by the <br />City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, <br />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 />Page 2 of It <br />