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shall not exceed the shared aggregate amount of $950,000.00 during the term of <br />this Agreement, including any extension periods as set forth in Section 4, below. <br />b. Consultant's Fee and Cost Proposal is attached hereto and fully incorporated herein <br />as Exhibit C. The specified hourly rates shall include direct salary costs, employee <br />benefits, overhead, and fees. These rates are not adjustable for the performance <br />period set forth in this Agreement. In addition, Consultant will be reimbursed for <br />incurred (actual) direct costs other than salary costs that are in the fee and cost <br />proposal and identified in the fee and cost proposal, and in the executed Task Order. <br />C. Specific projects will be assigned to Consultant through issuance of Task Orders. <br />After a project to be performed under this Agreement is identified by City, City will <br />prepare a draft Task Order less the cost estimate. A draft Task Order will identify <br />the scope of services, expected results, project deliverables, period of performance, <br />project schedule and will designate a City Project Coordinator. The draft Task <br />Order will be delivered to Consultant for review. Consultant shall return the draft <br />Task Order within ten (10) calendar days along with a Cost Estimate, including a <br />written estimate of the number of hours and hourly rates per staff person, any <br />anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. <br />After agreement has been reached on the negotiable items and total cost, the <br />finalized Task Order shall be signed by both City and Consultant. <br />d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific <br />rates of compensation, both of which must be based on the labor and other rates set <br />forth in Consultant's Cost Proposal. <br />C. Reimbursement for transportation and subsistence costs shall not exceed the rates <br />as specified in the approved Cost Proposal. <br />f. When milestone cost estimates are included in the approved Cost Proposal, <br />Consultant shall obtain prior written approval for a revised milestone cost estimate <br />from City before exceeding such estimate. <br />g. Progress payments for each Task Order will be made monthly in arrears based on <br />services provided and actual costs incurred. <br />h. Consultant shall not commence performance of work or services until this <br />Agreement has been approved by City, and notification to proceed has been issued <br />by City. No payment will be made prior to approval or for any work performed <br />prior to approval of this Agreement. <br />A Task Order is of no force or effect until returned to City and signed by an <br />authorized representative of City. No expenditures are authorized on a project, and <br />work shall not commence until a Task Order for that project has been executed by <br />City. <br />Page 2 <br />