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2. COMPENSATION <br />a. In consideration for the provision of the programs set forth in Exhibit A, City agrees <br />to pay, and Provider agrees to accept as total payment for their services for the City, <br />seventy percent (70%) of all gross revenue received from program participants. Total <br />annual revenue to Provider shall not exceed Twenty -Five Thousand Dollars and Zero <br />cents ($25,000). <br />b. Payment to Provider shall be made monthly within thirty (30) days following <br />completion of the last class taught by Provider the prior month. City shall be <br />responsible for collecting all fees from program participants. Provider shall not collect <br />fees but will refer all interested participants to City for registration information. <br />c. Provider agrees that City shall retain thirty percent (30%) of all gross revenue received <br />from program participants as an administrative fee. <br />d. City and Provider agree that all payments due and owing under this Agreement shall <br />be made and through Automated Clearing House (ACH) transfers. Provider agrees to <br />execute the City's standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Provider's account(s) with financial institutions. <br />e. Payment need not be made for work that fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by the City. <br />f. Provider is responsible for payment to substitute instructors and Provider agrees that <br />City is not responsible for payment directly to substitute instructors. <br />3. TERM <br />This Agreement shall commence on August 1, 2024 and end on July 31, 2025 unless <br />terminated earlier in accordance with Section 14 below. The term of this Agreement may be <br />extended for up to one (1) one-year period upon a writing executed by the City Manager and City <br />Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Provider shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer -employee relationship, a joint venture relationship, or to allow the <br />City to exercise discretion or control over the manner in which Provider performs the services <br />which are the subject matter of this Agreement; however, the services to be provided by Provider <br />shall be provided in a manner consistent with all applicable standards and regulations governing <br />such services. Provider shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />Page 2 of 10 <br />