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expected from a professional consulting firm in the field. Subcontractor also represents that it has the requisite qualifications, expertise, and experience to work within the provisions of the Program and is willing to use said HHAP grant Rinds to operate within said Program. F. This HHAP Agreement is contingent upon the award of HHAP grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. G. City and Subcontractor have duly executed this HHAP Agreement for the expenditure and utilization of said HHAP hinds. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Subcontractor shall perform during the tern of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Work and Budget - Exhibit B, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Subcontractor agrees to accept as total payment for its services for City, the rates and charges identified in Scope of Work and ]Budget µ Exhibit B. The total amount to be expended during the terra. of this Agreement shall not exceed $50,000.00. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Subcontractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Subcontractor's account(s) with financial institutions. 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 for a one 4I1 year term with the option for the City to grant up to a one 1 year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. Page 2 of 10 #2048088vl