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REV: 07-22-2021 MI <br />unavoidable circumstances. Such circumstances will not include strikes, lockouts, work <br />stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers <br />or employees. <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />6. Compensation. City will pay to Consultant a not-to-exceed amount of Three <br />Hundred Sixty Thousand dollars ($360,000) for the completion of all the work and <br />services described herein, which sum will include all costs or expenses incurred by <br />Consultant, payable as set forth in Exhibit “A” under the heading “Complete Fee <br />Schedule”. <br />6.1. The Consultant will bill the City monthly in arrears based on the average <br />amortized cost value, accrued interest, and cash or money market fund <br />balances of assets under management for the month. The actual annual <br />fees will depend on the average amount of assets under Consultant’s <br />management. No fee will be charged for assets invested outside of <br />Consultant’s management; <br />6.2. Consultant shall maintain adequate records and shall permit inspection and <br />audit by City of Consultant’s charges under this Agreement. Consultant <br />shall make such records available to City during normal business hours <br />upon reasonable notice. Nothing herein shall convert such records into <br />public records, and they will be available only to City and any specified <br />public agencies. Such records shall be maintained by Consultant for one <br />(1) year following completion of the work under this Agreement unless a <br />longer period of time is required by state or federal law, in which event <br />Consultant shall retain its records for the time required by such laws. <br />6.3. The payments made to Consultant pursuant to the Agreement will be the <br />full and complete compensation to which Consultant is entitled. City will not <br />make any federal or state tax withholdings on behalf of Consultant or its <br />officers, agents, employees, consultants, or subcontractors (collectively, <br />“Consultant Personnel”). City will not be required to pay any workers' <br />compensation insurance or unemployment contributions on behalf of <br />Consultant or any Consultant Personnel. Consultant agrees to reimburse <br />City within thirty (30) days for any tax, retirement contribution, social <br />security, overtime payment, unemployment payment or workers' <br />compensation payment, which City makes on behalf of Consultant or any <br />Consultant Personnel for work done under this Agreement. At the City’s <br />election, City may deduct the reimbursable amount from any balance owing <br />to Consultant. <br />7. Status of Consultant. Consultant will perform the Services as an independent <br />contractor and not as an employee of City. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of City for any purposes. <br />ATTY/AGR.2021.129/PFM Asset Management LLC (Investment Advisory Services) (Page 2 of 17)