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Page 2 of 7 Attachment A are presumed excluded unless otherwise specifically agreed upon by the parties. BCG will exercise the equivalent degree of skill and diligence normally employed by industry professionals performing the same or similar services at the time said services are performed. Unless otherwise provided in this Agreement or as otherwise agreed-to by the Parties, BCG shall work autonomously and shall have full control over work time, methods, and decision-making pertaining to the services. b.Responsibilities of Client. Client agrees to compensate BCG for the performance of the services according to the terms of Section 2 of this Agreement. Client agrees to cooperate with BCG, to communicate promptly and clearly as necessary, to pay invoices on time, and to keep BCG advised as to all circumstances necessary for BCG’s effective performance of the services. 2.Compensation. Client shall compensate BCG according to the service rates described on Attachment A, BCG shall maintain its rates throughout the initial term of this Agreement; however, BCG may, in its sole discretion, increase its rates upon any subsequent renewal of this Agreement or Attachment A. Total compensation pursuant to this Agreement shall not exceed $99,000 for the term of this Agreement. a.Reimbursement. Client agrees to reimburse BCG for all reasonable expenses incurred in the performance of services under this Agreement, including, but not limited to, reasonable travel expenses1, the cost of necessary materials and/or equipment, and any other reasonable expense. BCG shall obtain Client’s written approval for any travel requiring airfare or overnight accommodations. b.Invoices. BCG shall submit a detailed invoice to Client monthly. BCG’s invoices shall include detailed descriptions of the work completed at the rates described in Attachment A along with all reimbursable expenses. Client shall pay all invoices in full within 30 days of receipt. BCG reserves the right to stop work if payment is past due. In the event that BCG billed no hours during the month, a zero-amount invoice will be submitted for record-keeping purposes. In the event that client disputes any part of a submitted invoice, the Client shall withhold payment only for that disputed portion of the invoice and shall pay all undisputed amounts. The Parties agree to work collaboratively to resolve any disputes pertaining to invoices. If the Parties are unable to resolve a dispute, they agree to abide by the terms of Section 9 of this agreement. 3.Employees, Agents, Subcontractors and Subconsultants. a.Subcontracting. BCG shall furnish at BCG’S own discretion any employees, agents, subcontractors or subconsultants necessary to provide the services. BCG shall be solely responsible for the direction and control of such subcontractors or subconsultants, including their selection, hiring, firing, supervision, assignment, and the setting of wages, hours and working conditions, and the adjustment of their grievances. BCG shall determine the method, means and manner of the 1 Travel expenses include, but are not limited to, expenses related to airfare, lodging, meals, transportation, fuel, and other incidental expenses. Travel expenses shall be billed at cost plus 15%. Travel time spent by BCG consultants shall be billed at the consultant’s standard hourly rate provided on Attachment B. Mileage shall be billed at $1.00 per mile from the BCG Napa office or from the Consultant’s starting point – whichever is less. Docusign Envelope ID: 475A1271-5695-469B-9AA9-36C5437FA957