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CLIENT shall pay in year one (1) of the Agreement an hourly rate <br />calculated based on ("MAC rate") current positions salary with overhead <br />rate. Overhead rate includes benefits percentage allocation of salary and a <br />general administration overhead rate of 20%. MAC rates are subject to <br />adjustment based on changes in labor costs. <br />D. The Annual Fee shall be due and payable on the anniversary date of this <br />Agreement, provided CLIENT elects to renew. Payment for MAC shall be <br />due thirty (30) days after billing for MAC services. <br />F. CLIENT shall promptly review invoicing and notify CITY/DISTRICT of <br />any objection thereto in writing within ten (10) business days of receipt of <br />the invoice, and absent such objection, the invoice shall be deemed proper <br />and acceptable, and shall be due thirty (30) days after billing. Absent such <br />objection, unpaid fees shall bear interest from the date due at the maximum <br />rate then allowable by law. <br />5. Records. CITY/DISTRICT shall keep and maintain accurate records of all time <br />expended and costs and expenses incurred relating to services to be performed by <br />CITY/DISTRICT hereunder. Said records shall be available to CLIENT for review <br />and copying during regular business hours at CITY/DISTRICT's place of business <br />or as otherwise agreed upon by the Parties. <br />6. Authorization. This Agreement becomes effective when endorsed by both Parties <br />in the space provided below. <br />7. Reliance on Professional Skill of CITY/DISTRICT. CITY/DISTRICT represents <br />that it has the necessary professional skills to perform the services required and the <br />CLIENT shall rely on such skills of the CITY/DISTRICT to do and perform the <br />work. In performing services hereunder CITY/DISTRICT shall adhere to the <br />standards generally prevailing for the performance of expert consulting services <br />similar to those to be performed by CITY/DISTRICT hereunder. <br />8. Relationship of Parties. It is understood that the relationship of CITY/DISTRICT <br />to the CLIENT is that of an independent contractor and all persons working for or <br />under the direction of CITY/DISTRICT are its agents or employees and not agents <br />or employees of the CLIENT. <br />9. Defaults/Remedies. The occurrence of any one or more of the following events <br />shall constitute a material default or breach of this Agreement by CLIENT: <br />A. Failure by the CLIENT to make any payment of fees required under <br />this Agreement where such failure shall continue for a period of fifteen (15) <br />business days after written notice by CITY/DISTRICT. <br />B. Violation of any of the terms of Content Agreements as listed in <br />Appendix A to this Agreement. <br />ATTY/AGR/2016.315/CITY OF FOSTER CITY —ESTERO MUNICIPAL IMPROVEMENT DISTRICT <br />REV: 11-05-16 RL <br />Page 3 of 9 <br />