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Page 2 of 7 <br />pursuant to this Agreement are confidential until released by the Town to the public, and <br />the Consultant shall not make any of the these documents or information available to any <br />individual or organization not employed by the Consultant or the Town without the <br />written consent of the Town before such release. The Town acknowledges that the <br />reports to be prepared by the Consultant pursuant to this Agreement are for the purpose <br />of evaluating a defined project, and Town's use of the information contained in the reports <br />prepared by the Consultant in connectio n with other projects shall be solely at Town's risk, <br />unless Consultant expressly consents to such use in writing. Town further agrees that it <br />will not appropriate any methodology or technique of Consultant which is and has been <br />confirmed in writing by Consultant to be a trade secret of Consultant. <br /> <br />2.6 Compensation. Compensation for Consultant's professional services shall not exceed the <br />$1,174,975 inclusive of all costs. Payment shall be made against tasks at costs as set forth <br />in Exhibit B Fee Schedule. <br /> <br />2.7 Flexibility. As noted in Exhibit B Fee Schedule, the distribution of hours between firms, <br />staff categories, and tasks are an estimate. While the total costs shall not exceed amount <br />in Section 2.6 above, the distribution of hours/costs may vary depending on actual <br />execution. <br /> <br />2.8 Billing. Billing shall be monthly by invoice within 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 for Town review, even if only in partial or draft <br />form. <br /> <br />Payment shall be net thirty (30) days. All invoices and statements to the Town shall be <br />addressed as follows: <br /> <br />Invoices: <br />Town of Los Gatos <br /> <br /> <br />Attn: Accounts Payable <br />P.O. Box 655 <br />Los Gatos, CA 95031-0655 <br /> <br />2.9 Availability of Records. Consultant shall maintain the records supporting this billing for not <br />less than three years following completion of the work under this Agreement. Consultant <br />shall make these records available to authorized personnel of the Town at the Consultant's <br />offices during business hours upon written request of the Town. <br /> <br />2.10 Assignability and Subcontracting. The services to be performed under this Agreement are <br />unique and personal to the Consultant. No portion of these services shall be assigned or <br />subcontracted without the written consent of the Town. <br />