ALL SECURITY ENFORCEMENT TRAINING, "ALL SECURITY"

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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 $49,000.00. The per-participant fee for the Adult Corrections Officer Core Course shall vary dependent on class size and venue location, but shall in no case exceed $3,865.64, CONSULTANT agrees to apply a discount of$1,000.00 for each course hosted by the City. 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 Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Consultant 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 Consultant'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. c. CITY shall pay for each program participant's participation in the training prior to such training commencing, and regardless of whether such participants complete the full program. Payment must be submitted no later than the first day of instruction. d. Consultant and CITY will provide an administrative liaison to the other in the performance of this AGREEMENT. The administrative contact for Consultant is Rose Leuridan. The administrative contact for CITY is the Jail Training Supervisor 3. TERM This Agreement shall commence on May 15"'2026 for a 3 year with the option for the City to grant up to a 1 year extension(s), exercisable by a writing by the City Manager and the City Attorney, 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 .Page 2 of 9 #2176066v3