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2. Standard of Performance. While performing the Services, Consultant will <br /> exercise the reasonable professional care and skill customarily exercised by reputable <br /> members of Consultant's profession practicing in the urban Northern California Area, <br /> and will use reasonable diligence and best judgment while exercising its professional <br /> skill and expertise. <br /> 3. Term. Unless earlier terminated, the term of this Agreement will commence upon <br /> the date first above written and shall expire on November 1, 2011. <br /> 4. Schedule. Consultant will endeavor to perform the Services to comport with the <br /> Downtown WOW Program schedule of events which all occur between May 2011 and <br /> October 2011. In securing potential sponsors, Consultant will allow sufficient time for a <br /> potential sponsor and Agency to negotiate and execute a Sponsorship Agreement in <br /> advance of the event to be sponsored. <br /> Consultant acknowledges the importance to Agency of Agency's project schedule and <br /> agrees to use its best professional efforts to meet the schedule. <br /> 5. Time is of the Essence. Time is of the essence for each and every provision of <br /> this Agreement. <br /> 6. Compensation. The total compensation for the Services to be performed under <br /> this Agreement shall not exceed $22,500. The amount to be paid to Consultant shall be <br /> based on the total aggregate amount of sponsorships obtained by Consultant, approved <br /> by Agency, and received by Agency, in accordance with the schedule set forth below: <br /> A. $2500 if paid sponsorships total $25,000 or Tess; <br /> B. $5000 if paid sponsorships total more than $25,000 and up to $50,000; <br /> C. $9,375 if paid sponsorships total more than $50,000 and up to $75,000; <br /> D. $12,500 if paid sponsorships total more than $75,000 and up to $100,000; <br /> E. $18,750 if paid sponsorships total more than $100,000 and up to <br /> $125,000; OR <br /> F. $22,500 if paid sponsorships total more than $125,000 and up to <br /> $150,000 <br /> No other compensation for the Services shall be paid under this Agreement except for <br /> items covered by subsequent written amendments to this Agreement. There shall be no <br /> additional charge for expenses unless agreed to by Agency. Payment will occur only <br /> after verification by Agency that performance objectives have been met as described <br /> above <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consultant is entitled. Agency will not make any <br /> federal or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. Agency shall not pay any workers' compensation insurance or <br /> unemployment contributions on behalf of Consultant or its employees or subcontractors. <br /> 1 ATTY /AGR/2011.006 RDA Downtown WOW Sponsorship Solicitatn <br /> 012411 <br />