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possession of any copies of City documents made for the purpose of Consultant's efforts to comply with this agreement. 6. Term. Time is of the essence. The term of this Contract is for five years in order for the Consultant to prepare the audits for fiscal years 2011 through 2015. Consultant shall begin work no sooner than April 1 each year. The work as described in Exhibit "A ", Scope of Work and Exhibit "C ", Deliverables, shall be completed no later than December 1 each year, and with a presentation to the Audit Committee scheduled soon thereafter. 7. Compensation. For the services to be rendered hereunder, City shall pay Consultant a fee of "not to exceed" $75,000 for the first year and subsequent years, as described more particularly in Exhibit "B ". Payment shall be made upon receipt of Consultant's invoice. a. Invoices submitted to City for payment must contain a brief description of work performed, percentage of work completed and City reference number (contract number). Payment shall be made within thirty (30) days of receipt of Consultant's invoice. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. 8. Changes. City may request, from time to time, changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between City and Consultant and shall be the subject of a written amendment to this agreement. 9. Consultant's Status. In performing the obligations set forth in this agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents, servants and employees and are not agents, servants or employees of City. 10. Termination of Convenience of City. The City shall have the right to terminate this agreement at any time by giving written notice to the Consultant. Upon receipt of such notice, the Consultant shall not commit itself to any further expenditure of time or resources. If the agreement is terminated for any reason other than a default by the Consultant, the City shall pay to Consultant all sums actually due and owing from City for all services performed and all expenses incurred up to the day written notice of termination is given, plus any costs reasonably and necessarily incurred by Consultant to effect such termination. If the agreement is terminated for default, the City shall remit final payment to Consultant in an amount to cover only those services performed and expenses incurred in full accordance with the terms and conditions of the agreement up to the effective date of termination. 03/2011 Page 2 of 9