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2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $30,000. The sum of this amount shall include a base amount of $25,000 and a contingency amount of $5,000 for services to be provided at the sole discretion of the City. b. City agrees to pay Consultant for services provided by the Consultant from July 1, 2020 through the commencement date provided in Section 3, below. City agrees to pay Consultant for services for the months of July and August 2020, consistent with the services detailed in Section La., above, as detailed in the invoices detailed below and attached as Exhibit B. • Invoice 20070427 — $416.17 • Invoice 20071187 - $388.90 • Invoice 20080422 - $418.08 • Invoice 20081187 - $390.62 c. City shall pay for the invoices in Exhibit B upon final execution of this Agreement. Consultant agrees that the invoices provided in Exhibit B encompass the full and final amounts owed by City to Consultant for July and August 2020. d. Thereafter, payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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 and continue until June 30, 2022, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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. Page 2 of 9 #61397v1