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REV: 09-21-2022 MI <br />4. Schedule. City shall perform tasks within agreed-upon schedules, with specific <br />timelines and deliverables described in Exhibit A, as well as other mutually agreed-upon <br />schedules, provided, that Authority shall grant reasonable extensions of time for the <br />performance of such services occasioned by governmental reviews of City's work product <br />or other unavoidable delays occasioned by circumstances beyond City's control or as <br />required by sound practices. <br />City acknowledges the importance to Authority of the mutually agreed-upon schedules <br />and agrees to put forth its best professional efforts to perform its services under this <br />Agreement in a manner consistent with that schedule. Authority acknowledges, however, <br />that City's performance shall be governed by sound practices. <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />6. Compensation. Authority shall compensate City a flat rate of Fourteen Thousand <br />Two Hundred Eighty Three Dollars ($14,283) for Services in FY 22-23, with <br />subsequent annual rate increases to be incorporated as compared to the immediate <br />prior year based on the Consumer Price Indexes increase in the Pacific Cities – San <br />Francisco, Oakland, and Hayward, CA Region, (Percent Change year ending <br />February). The total contract not to exceed One Hundred and Twenty Thousand <br />Dollars ($120,000) unless agreed to in writing by both parties. <br />6.1 Monthly invoices, for compensation and reimbursement of costs and <br />expenses, will be submitted by City to Authority. Authority shall remit payment within <br />thirty (30) days of receipt of monthly invoices submitted by City. <br />6.2 City shall maintain adequate records and shall permit inspection and audit <br />by Authority of City's charges under this Agreement. City shall make such records <br />available to Authority during normal business hours upon reasonable notice. Nothing <br />herein shall convert such records into public records, and they will be available only to <br />Authority and any specified public agencies. Such records shall be maintained by City for <br />three (3) years following completion of the work under this Agreement unless a longer <br />period of time is required by state or federal law, in which event City shall retain its records <br />for the time required by such laws. <br />6.3. The payment made to City pursuant to the Agreement will be the full and <br />complete compensation to which City is entitled. Authority will not make any federal or <br />state tax withholdings on behalf of City or its agents, employees or subcontractors. <br />Authority will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of City or its employees or subcontractors. <br />7. Status of City. City will perform the Services as an independent contractor and not <br />as an employee, agent, or officer of Authority. The persons used by City to provide <br />services under this Agreement shall not be considered employees of Authority for any <br />purposes. <br />ATTY/AGR.2022.330/Silion Valley Clean Water (Page 2 of 8)