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Agreement for Consultant Services Page 2 of 6 <br /> <br />prepared or assembled by Consultant in connection with the performance of its services <br />pursuant to this Agreement are confidential until released by the Town to the public, and <br />the Consultant shall not make any of these documents or information available to any <br />individual or organization not employed by the Consultant or the Town without the written <br />consent of the Town before such release. The Town acknow ledges that the reports to be <br />prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a <br />defined project, and Town's use of the information contained in the reports prepared by the <br />Consultant in connection with other projects shall be solely at Town's risk, unless <br />Consultant expressly consents to such use in writing. Town further agrees that it will not <br />appropriate any methodology or technique of Consultant which is and has been confirmed <br />in writing by Consultant to be a trad e secret of Consultant. <br /> <br />2.6 Compensation . Compensation for Consultant's professional services shall not exceed <br />$34,750 , inclusive of all costs. Payment shall be based upon Town approval of each task. <br /> <br />2.7 Billing . Billing shall be monthly by invoice w ithin thirty (30) days of the rendering of the <br />service and shall be accompanied by a detailed explanation of the work performed by <br />whom at what rate and on what date. Also, plans, specifications, documents or other <br />pertinent materials shall be submitted f or Town review, even if only in partial or draft form. <br /> <br />Payment shall be net thirty (30) days. All invoices and statements to the Town shall be <br />addressed as follows: <br />Invoices: <br />Town of Los Gatos <br />Attn: Accounts Payable <br />P.O. Box 655 <br />Los Gatos, CA 95031 -0655 <br /> <br />2.8 Availability of Records . Consultant shall maintain the records supporting this billing for <br />not less than three years following completion of the work under this Agreement. <br />Consultant shall make these records available to authorized pe rsonnel of the Town at the <br />Consultant's offices during business hours upon written request of the Town. <br /> <br />2.9 Assignability and Subcontracting . The services to be performed under this Agreement are <br />unique and personal to the Consultant. No portion of thes e services shall be assigned or <br />subcontracted without the written consent of the Town. <br /> <br />2.10 Independent Contractor . It is understood that the Consultant, in the performance of the <br />work and services agreed to be performed, shall act as and be an independe nt contractor <br />and not an agent or employee of the Town. As an independent contractor he/she shall not <br />obtain any rights to retirement benefits or other benefits which accrue to Town <br />employee(s). With prior written consent, the Consultant may perform some obligations <br />under this Agreement by subcontracting but may not delegate ultimate responsibility for <br />performance or assign or transfer interests under this Agreement. Consultant agrees to <br />testify in any litigation brought regarding the subject of the work to be performed under <br />this Agreement. Consultant shall be compensated for its costs and expenses in preparing <br />for, traveling to, and testifying in such matters at its then current hourly rates of <br />compensation, unless such litigation is brought by Consulta nt or is based on allegations of <br />Consultant's negligent performance or wrongdoing.