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1.3 Assignment of Personnel. Axis shall assign only competent personnel to perform services pursuant to this Agreement. 1.4 Time. Axis shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Axis's obligations hereunder. 1.5 Reporting Requirements.Axis shall provide quarterly reports to City including the data and information identified in Exhibit C. Section 2. COMPENSATION. City hereby agrees to pay Axis a sum of$44,369 for"Project Budget Start Up Costs" as further described in Exhibit A. City hereby agrees to pay Axis a sum of$27,126 for"Project Budget Year 1 Costs" as further described in Exhibit A, which assumes Alameda County Department of Behavioral Health Services ("County") provides first year funding in the amount of$250,000. If the County does not provide such compensation, the City hereby agrees to pay a total amount of$277,126 for"Project Budget Year 1 Costs." The total maximum amount payable under this Agreement shall not exceed $321,495 notwithstanding any contrary indications that may be contained in Axis's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Axis's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Axis for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Axis for services rendered pursuant to this Agreement. Axis shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Axis shall not bill City for duplicate services performed by more than one person. Axis and City acknowledge and agree that compensation paid by City to Axis under this Agreement is based upon Axis's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Axis. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Axis and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Axis shall submit invoices, not more often than quarterly during the term of this Agreement, for a sum that is equal to or not more than one-fourth of the not to exceed amount. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Axis. 2.3 Total Payment. City shall pay for the services to be rendered by Axis pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 2 of 13