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Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1.SCOPE OF SERVICES <br />Subcontractor shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in Scope of Services -Exhibit B, <br />attached hereto and incorporated by reference. <br />2.COMPENSATION <br />a.City agrees to pay, and Subcontractor agrees to accept as total payment for its services <br />for City, the rates and charges identified in Compensation -Exhibit C. The total <br />amount to be expended during the term of this Agreement shall not exceed <br />$375,000.00. <br />b.Payment by City shall be made within fo1ty-five ( 45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and <br />Subcontractor agree that all payments due and owing under this Agreement shall be <br />made through Automated Clearing House (ACH) transfers. Subcontractor 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 Subcontractor's account(s) with financial institutions. <br />Payment need not be made for work which fails to meet the standards of performance <br />set fo1th in the Recitals which may reasonably be expected by City. <br />3.TERM <br />This Agreement shall commence on the date first written above for a two (2) year term <br />with the option for the City to grant up to a one 1-year renewal, exercisable by a writing by the <br />City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, <br />below. If the total compensation not to exceed $375,000 per Paragraph 2 is exhausted prior to end <br />of the term of the Agreement, the Agreement shall te,minate at the time of the exhaustion of funds. <br />4.INDEPENDENT CONTRACTOR <br />Subcontractor shall, during the entire te1m 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 <br />Subcontractor perfo1ms the services which are the subject matter of this Agreement; however, the <br />services to be provided by Subcontractor shall be provided in a manner consistent with all <br />Page 2 of 10 <br />#2006970v l <br />EXHIBIT 1