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Page 2 of 9 <br /> <br /> <br />4. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />5. Compensation. The total fee payable for the Services to be performed during the <br />initial term of this Agreement will not exceed Two Hundred Eighty-One Thousand Five <br />Hundred Twenty-Six Dollars ($281,526). No other compensation for the Services will be <br />allowed except for items covered by subsequent amendments to this Agreement. <br /> <br />5.1 Quarterly invoices, for compensation and reimbursement of costs and <br />expenses, will be submitted by City to Authority. Authority shall remit payment <br />within thirty (30) days of receipt of quarterly invoices submitted by City. <br /> <br />5.2 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. <br />Nothing herein shall convert such records into public records, and they will be <br />available only to Authority and any specified public agencies. Such records shall <br />be maintained by City for three (3) years following completion of the work under <br />this Agreement unless a longer period of time is required by state or federal law, <br />in which event City shall retain its records for the time required by such laws. <br /> <br />5.3. 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 <br />federal or state tax withholdings on behalf of City or its agents, employees, or <br />subcontractors. Authority will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of City or its employees or <br />subcontractors. <br /> <br />6. 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 /> <br /> 6.1 City shall retain the right to perform services for others during the term of <br />this Agreement. <br /> <br />6.2 City will determine the method, details, and means of performing the <br />Services under this Agreement. Authority shall not have the right to, and shall not, <br />control the manner or determine the method of accomplishing City’s services. <br /> <br />7. Subcontracting. City will not subcontract any portion of the Services without prior <br />written approval of the Executive Director of the Authority or their designee. Nothing <br />contained in this Agreement will create any contractual relationship between any <br />subcontractor of City and Authority. <br />   <br /> <br /><br />