Common use of COMPENSATION TO CONSULTANT Clause in Contracts

COMPENSATION TO CONSULTANT. 1. Attached hereto as Exhibit “B” is a list of Consultant’s and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services to be performed shall be performed by the personnel listed thereon and at the guaranteed hourly rates set forth in Exhibit “B”. Such hourly rates are fully burdened and no markup of any kind shall be added thereto. 2. The District shall compensate Consultant as follows: a. The District agrees to pay the Consultant, in accordance with Exhibit “B”, and upon any Task Order issued hereunder, the fee set forth in the Task Order. The fee shall include reimbursable expenses. There may be an occasion where the District agrees to pay the Consultant a lump sum amount for Services provided under a Task Order(s). However, in the absence of the District’s agreement to do so, the fee shall be calculated on the hourly rates in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. Consultant shall invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement from the time the Consultant begins work under a Task Order. All invoices must be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due to Consultant by the District for Services rendered under this Agreement or any Task Order(s) issued hereunder. Consultant shall not apply for or receive statutory benefits available to employees of the District because Consultant is not an employee of the District. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.

COMPENSATION TO CONSULTANT. 1CONSULTANT shall submit semi-annual invoice for services rendered and CITY shall make payments in the amount provided in Attachment "A". Attached hereto No interest shall accrue for late payments. Each invoice shall show a brief summary of the work performed, and the total of the invoice amount as Exhibit “B” is a list of Consultant’s and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rateswell as running total balance. The Services to be performed shall be performed by the personnel listed thereon and at the guaranteed hourly rates set forth in Exhibit “B”. Such hourly rates are fully burdened and no markup of any kind shall be added thereto. 2. The District shall compensate Consultant as follows: a. The District CITY agrees to pay to CONSULTANT for satisfactory completion of all services included in this Contract a total fee not to exceed SIXTY-FOUR THOUSAND ONE HUNDRED AND SIXTY-SIX Dollars ($64,166.00). The cost estimate for accomplishing the Consultantspecified Scope of Services is included in Attachment "A" and billing shall be according to schedule in Attachment "A". This amount will not change during the term of the Contract. In the cases where additional tasks are requested, CONSULT ANT will not initiate work until authorized by CITY in accordance with Exhibit writing to proceed. If CONSULTANT receives commission (including Tier II commissions) from one or more insurance companies and/or intermediaries for the placement of insurance policies for the coverages described in Attachment “BA” (a “Commission”, and upon any Task Order issued hereunder), the fee set forth in Fee will be reduced by the Task Orderamount of such Commission. Final adjustments to the Fee amount will be made by CONSULTANT after the determination and receipt by CONSULTANT of all Commissions, net of any adjustments pursuant to any audit, endorsement, accounting reconciliation or other applicable business process. The fee Scope of Services shall include reimbursable expensesbe strictly limited. There may The CITY shall not be an occasion where the District agrees required to pay the Consultant a lump sum any amount for Services provided under a Task Order(s). However, in the absence excess of the District’s agreement original amount unless CITY shall have approved in writing in advance (prior to do sothe performance of additional work) the payment or additional amounts. If at any time it becomes evident that the cost estimates provided to CITY will not be sufficient to complete the authorized work, the fee shall be calculated on the hourly rates CONSULTANT will immediately notify CITY in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenseswriting of said fact. b. Consultant shall invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement from the time the Consultant begins work under a Task Order. All invoices must be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due to Consultant by the District for Services rendered under this Agreement or any Task Order(s) issued hereunder. Consultant shall not apply for or receive statutory benefits available to employees of the District because Consultant is not an employee of the District. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.

COMPENSATION TO CONSULTANT. The Owner shall be pay Consultant for Services authorized by a Work Order and satisfactorily completed and furnished to the Owner, in accordance with the following: 1. Attached The Fee Schedule of Consultant, attached hereto as Exhibit “A”. No additional fee shall be payable to Consultant under this Agreement or any Work Order for Services for an assigned project if the actual cost of the Services exceeds the amount in Consultant’s proposal for the assigned project. No overtime payment shall be approved by the Owner unless authorized by the Owner prior to the performance of the overtime work. Overtime rates shall be agreed upon prior to the performance of the work. At the discretion of the Owner, cost of living increases may be considered. If authorized by the Owner, increases shall not exceed the rate established annually by the Federal Bureau of Labor Statistics. The rate schedule may be adjusted for cost of living expenses each January 1, beginning in 2023, upon review and approval of the Owner. The Fee Schedule may be modified only by a written Change Order to this Agreement executed by the Owner and Consultant. 2. Upon receipt of written approval of the Owner, the Consultant will engage the services of other professionals when necessary to complete the Consultant’s Work Orders. In these circumstances, Consultant shall xxxx the Owner only for the actual and reasonable amounts that Consultant paid to such other professionals, and Consultant shall not be entitled to any xxxx-up on the fee for services of other professionals. Supporting time and material documentation and/or receipts shall be submitted for payment. 3. Consultant shall also be reimbursed at cost, without xxxx-up, for the following actual and necessary costs and expenses reasonably and properly incurred by Consultant in furtherance of furnishing Services under this Agreement, provided that Consultant furnishes to the Owner supporting documentation and/or receipts: a. automobile travel (excluding travel between any of Consultant’s offices or between any Subconsultant offices) shall be in accordance with section 112.061, Florida Statutes; b. other travel and per diem expenses when requested by the Owner and documented in accordance with section 112.061, Florida Statutes, and in accordance with the Owner’s Reimbursement Policies and Procedures, attached hereto as Exhibit “B” is ”; c. reproductions when purchased from a list third party and for which the Consultant receives an invoice or a receipt showing payment. Reproductions shall include blueprints, brownlines, reproducibles, blacklines, CADD plots, transparencies, maps, aerial or other photographs, film developing, offset or any other form of Consultant’s prints, and its subin-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services house reproductions when requested by the Owner to be performed shall be performed supplied to a third party; d. permit, platting, filing or other fees paid by Consultant on behalf of the Owner; e. tools, cameras, and equipment rental when requested by the personnel listed thereon and Owner; f. special items of postage or overnight deliveries when specifically requested by the Owner to be sent to a third party; and g. any other special expenses incurred at the guaranteed hourly rates set forth in Exhibit “B”. Such hourly rates are fully burdened and no markup request of the Owner that can be documented to be for the benefit of executing any kind shall be added theretospecific Work Order. 24. The District If the total amount to be paid to Consultant in connection with any assigned project exceeds the threshold amount provided in section 287.017, Florida Statutes, as may be amended, for CATEGORY FOUR purchases (which threshold amount at the time of executing this Agreement is $195,000.00), Consultant shall compensate Consultant as follows: a. The District agrees execute and furnish to pay the ConsultantOwner a Truth-in-Negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, in accordance with Exhibit “B”complete, and upon any Task Order issued hereunder, current at the fee set forth in time of the Task issuance of each Work Order. The fee original Work Order price and any additions thereto will be adjusted to exclude any significant sums that the Owner determines the Work Order amount was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 5. For each assigned project, Consultant shall include reimbursable expensessubmit an invoice on a monthly basis covering the Services for the assigned project and describing the Services performed and expenses incurred during the applicable period. There may Consultant’s invoices shall be an occasion where submitted with detail satisfactory to the District Owner and sufficient for a proper pre-audit and post-audit of said invoices. 6. Consultant agrees to pay keep and maintain all of its direct personnel expense records, Consultant expense records and other expense records pertaining to Continuing Service Projects and its record of accounts between Consultant and the Owner pertaining to Continuing Service Projects on a generally recognized and acceptable accounting basis. Consultant a lump sum amount further agrees to keep and maintain accurate time records to within the nearest one-tenth (1/10) of an hour for each time entry, of all Services provided under a Task Order(s)performed by employees of Consultant. However, in the absence All of the District’s agreement to do so, the fee foregoing records and documentation shall be calculated on the hourly rates in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. retained by Consultant shall invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement a minimum of three (3) years from the time the Consultant begins work under a Task Order. All invoices must be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due to Consultant by the District for Services rendered under date of termination of this Agreement or any Task Order(s) issued hereunderthe date a Work Order is completed, or such longer time as may be required by this Agreement or law, whichever is later. Consultant These records and documentation shall not apply for or receive statutory benefits be available to employees of the District because Consultant is not an employee of Owner or the DistrictOwner’s designated representatives for inspection and copying at all reasonable times. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.

COMPENSATION TO CONSULTANT. 1. Attached hereto as 3.1 AHA shall pay the Consultant for services performed, products provided and expenses incurred for the Scope of Services defined in Exhibit “B” is a list of Consultant’s A, and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services according to be performed shall be performed by the personnel listed thereon and at the guaranteed hourly rates Fee Schedule set forth in Exhibit B. Maximum payment by AHA to Consultant for the services provided herein shall not exceed [SPELL OUT] ($ .00), including all expenses (“BContracted Amount”). Such hourly rates are fully burdened AHA shall not be responsible for any fees or costs incurred above or beyond the aforementioned Contracted Amount and AHA shall have no markup obligation to purchase any specified amount of any kind services or products, unless agreed to in writing by AHA pursuant to Paragraph 4 below. Consultant shall be added thereto. 2. The District shall compensate Consultant invoice AHA for the services performed pursuant to the Scope of Services attached hereto as follows: a. The District agrees to pay Exhibit A, at the rates, inclusive of all taxes, insurance, benefits, wages, profit, overhead, and every other personnel cost borne by Consultant, in accordance with Exhibit “B”, and upon any Task Order issued hereunder, the fee set forth in the Task Order. The fee shall include reimbursable expenses. There may be an occasion where the District agrees to pay the Consultant a lump sum amount for Scope of Services provided under a Task Order(s). Howeverattached hereto as Exhibit A; provided, however, in no event shall any and all costs paid under this Agreement exceed the absence of the District’s agreement to do so, the fee Contracted Amount. 3.2 CONSULTANT shall be calculated on the hourly rates paid only in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. Consultant an invoice submitted to AHA by Consultant. AHA shall pay the invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement within thirty (30) working days from the time date of receipt of the Consultant begins work under a Task Orderinvoice. All invoices must Payment shall be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due made to Consultant only after services have been rendered or delivery of materials or products, and acceptance has been made by AHA. For this Agreement, invoices can be submitted by email to primary contact (below) with a copy to xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or on the District for Services rendered under this Agreement or any Task Order(s) issued hereunderAHA’s vendor portal. Consultant shall not apply for or receive statutory benefits available to employees Housing Authority of the District because Consultant is not an employee City of the District. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.Alameda 000 Xxxxxxxx Xxxxxx

COMPENSATION TO CONSULTANT. 1NORTH HOUSING BLOCK A LP’S shall pay the Consultant for services performed, products provided and expenses incurred for the Scope of Services defined in Exhibit A, and according to the Fee Schedule set forth in Exhibit B. Maximum payment by NORTH HOUSING BLOCK A LP’S to Consultant for the services provided herein shall not exceed [SPELL OUT] ($ .00), including all expenses (“Contracted Amount”). Attached NORTH HOUSING BLOCK A LP’S shall not be responsible for any fees or costs incurred above or beyond the aforementioned Contracted Amount and NORTH HOUSING BLOCK A LP’S shall have no obligation to purchase any specified amount of services or products, unless agreed to in writing by NORTH HOUSING BLOCK A LP’S pursuant to Paragraph 4 below. Consultant shall invoice NORTH HOUSING BLOCK A LP’S for the services performed pursuant to the Scope of Services attached hereto as Exhibit “B” is a list A, at the rates, inclusive of all taxes, insurance, benefits, wages, profit, overhead, and every other personnel cost borne by Consultant’s , set forth in the Scope of Services attached hereto as Exhibit A; provided, however, in no event shall any and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly ratesall costs paid under this Agreement exceed the Contracted Amount. The Services Owner shall retain approximately 20% of the total fee until the final Art Installation is reviewed and approved. CONSULTANT shall be paid only in accordance with an invoice submitted to NORTH HOUSING BLOCK A LP’S by Consultant. NORTH HOUSING BLOCK A LP’S shall pay the invoice within thirty (30) working days from the date of receipt of the invoice. Payment shall be made to Consultant only after services have been rendered or delivery of materials or products, and acceptance has been made by NORTH HOUSING LP’S. For this Agreement, invoices can be submitted by email to primary contact (below) with a copy to xxxxxx@xxxxxxxxxx.xxx or on the NORTH HOUSING LP’S’s vendor portal. Lakehurst and Xxxxxx XX c/o Housing Authority of City of Alameda 000 Xxxxxxxx Xxxxxx Alameda, CA 94501-2161 Xxxxxx and Mabuhay LP c/o Housing Authority of City of Alameda 000 Xxxxxxxx Xxxxxx Alameda, CA 94501-2161 c/o Housing Authority of City of Alameda 000 Xxxxxxxx Xxxxxx Alameda, CA 94501-2161 ATTN: Xxxxx Xxxxx (000)000-0000 Email: xxxxxx@xxxxxxxxxx.xxx An invoice shall be produced for each individual project and contain a minimum of the following information: invoice number and date; remittance address; Property Name the invoice is for itemization of the description of the work performed (hourly rate and extensions, if applicable), the date of performance, the associated time for completion; and an invoice total. All contracts over $25,000 are required to be performed paid via Electronic Funds Transfer (EFT)/Automated Clearing House (ACH) disbursements. The required forms can be found on the website or by contacting Finance at 000-000-0000. ALTERATION OR CHANGES TO THE AGREEMENT. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. No additional services shall be performed by the personnel listed thereon and at the guaranteed hourly rates set forth in Exhibit “B”. Such hourly rates are fully burdened and no markup of any kind shall be added thereto. 2. The District shall compensate Consultant as follows: a. The District agrees to pay the Consultant, in accordance with Exhibit “B”, and upon any Task Order issued hereunder, the fee set forth in the Task Order. The fee shall include reimbursable expenses. There may be an occasion where the District agrees to pay the Consultant without a lump sum amount for Services provided under a Task Order(s). However, in the absence of the District’s agreement to do so, the fee shall be calculated on the hourly rates in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. Consultant shall invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant written amendment to this Agreement from the time the Consultant begins work under a Task Order. All invoices must be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due to Consultant by the District for Services rendered under this Agreement or any Task Order(s) issued hereunderAgreement. Consultant shall not apply for or receive statutory benefits available to employees of the District because Consultant is not an employee of the District. d. Compensation and damages payable to Consultant for the Districtunderstands that NORTH HOUSING LP’S’s termination of Servicesdesignee, other than for causewithin their delegated authority, are set forth elsewhere in the only authorized NORTH HOUSING BLOCK A LP’S representatives who may at any time, by written order, make any alterations within the general scope of this Agreement.

COMPENSATION TO CONSULTANT. 1. Attached hereto as Exhibit “B” is a list For and in consideration of Consultant’s and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services the work performed hereunder, CITY agrees to be performed shall be performed by the personnel listed thereon and at the guaranteed hourly rates set forth pay to CONSULTANT for satisfactory completion of all services included in Exhibit “BA”. Such In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay a fee to the Contractor in the sum not to exceed Eighty Thousand and No/100 Dollars ($80,000). An hourly rates are fully burdened and no markup rate of $300 per hour is established for any kind litigation except that the first four hours of litigation consultation shall be added thereto. 2included without cost to the CITY. CONSULTANT shall invoice CITY on a monthly basis for work completed within each month. Invoices shall show the progress of assigned projects, the percentage of completion on each work element or task, and the number of hours expended during the month. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed. The District scope of services shall compensate Consultant as follows: a. The District agrees be strictly limited. CITY shall not be required to pay any amount in excess of the Consultant, in accordance with Exhibit “B”, and upon any Task Order issued hereunder, the fee set forth amount identified in the Task Orderpreceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. The fee Within thirty (30) days of receipt of each such invoice, CITY shall include reimbursable expensesmake payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. There may be an occasion where the District agrees Nothing contained in this Contract shall require CITY to pay the Consultant a lump sum amount for Services provided under a Task Order(s). However, in the absence of the District’s agreement to do so, the fee shall be calculated on the hourly rates in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. Consultant shall invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement from the time the Consultant begins work under a Task Order. All invoices must be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation that is unsatisfactory as determined by CITY or which is not submitted in compliance with the District. c. Except as expressly provided hereinterms of this Contract, Consultant agrees that no other compensationnor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, fringe benefitsat law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or other remuneration is due to Consultant by the District for Services rendered specific performance of this Contract. Waiver of any default under this Agreement or any Task Order(s) issued hereunder. Consultant Contract shall not apply for or receive statutory benefits available to employees be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the District because Consultant is not an employee nature of the Districtdispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiously. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.

COMPENSATION TO CONSULTANT. 1. Attached hereto as 3.1 AHA shall pay the Consultant for services performed, products provided and expenses incurred for the Scope of Services defined in Exhibit “B” is a list of Consultant’s A, and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services according to be performed shall be performed by the personnel listed thereon and at the guaranteed hourly rates Fee Schedule set forth in Exhibit B. Maximum payment by AHA to Consultant for the services provided herein shall not exceed [SPELL OUT] ($ .00), including all expenses (“BContracted Amount”). Such hourly rates are fully burdened AHA shall not be responsible for any fees or costs incurred above or beyond the aforementioned Contracted Amount and AHA shall have no markup obligation to purchase any specified amount of any kind services or products, unless agreed to in writing by AHA pursuant to Paragraph 4 below. Consultant shall be added thereto. 2. The District shall compensate Consultant invoice AHA for the services performed pursuant to the Scope of Services attached hereto as follows: a. The District agrees to pay Exhibit A, at the rates, inclusive of all taxes, insurance, benefits, wages, profit, overhead, and every other personnel cost borne by Consultant, in accordance with Exhibit “B”, and upon any Task Order issued hereunder, the fee set forth in the Task Order. The fee shall include reimbursable expenses. There may be an occasion where the District agrees to pay the Consultant a lump sum amount for Scope of Services provided under a Task Order(s). Howeverattached hereto as Exhibit A; provided, however, in no event shall any and all costs paid under this Agreement exceed the absence of the District’s agreement to do so, the fee Contracted Amount. 3.2 CONSULTANT shall be calculated on the hourly rates paid only in accordance with Exhibit “B”, plus any agreed upon and approved Reimbursable Expenses. b. Consultant an invoice submitted to AHA by Consultant. AHA shall pay the invoice the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement within thirty (30) working days from the time date of receipt of the Consultant begins work under a Task Orderinvoice. All invoices must Payment shall be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due made to Consultant only after services have been rendered or delivery of materials or products, and acceptance has been made by the District for Services rendered under this Agreement or any Task Order(s) issued hereunderAHA. Consultant shall not apply for or receive statutory benefits available to employees of the District because Consultant is not an employee of the District. d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in For this Agreement, invoices can be submitted by email to primary contact (below) with a copy to xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or on the AHA’s vendor portal.

COMPENSATION TO CONSULTANT. 1. Attached hereto as Exhibit “B” is a list of Consultant’s and its sub-consultants and/or subcontractor’s key personnel and guaranteed hourly rates. The Services to be performed Consultant shall be performed by the personnel listed thereon and at the guaranteed hourly rates set forth in Exhibit “B”. Such hourly rates are fully burdened and no markup of any kind shall be added thereto. 2. The District shall compensate Consultant paid compensation under this Agreement as follows: a. The District agrees A. On the Effective Date, the Company shall issue to pay the Consultant, in accordance with Exhibit as a “BCommencement Bonus”, and upon any Task Order issued hereunderwarrants to purchase up to three percent (3%) of the outstanding shares of common stock of the Company, the fee form of which is attached hereto as Exhibit A (the “Commencement Warrants”). The calculation of the number of shares which may be purchased upon exercise of the Commencement Warrants shall be done at the time of exercise, and shall be adjusted for any stock splits or other restructuring. Further, the exercise of the Commencement Warrants shall be subject to two (2) separate milestones, as set forth in therein, each of which shall apply to one-half (1/2) of the Task Orderwarrants thereunder, and which must be satisfied prior to their exercise. The fee shall include reimbursable expensesParties understand and agree that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefits from the execution of this Agreement and the ability to announce its relationship with Consultant. There may be an occasion where Accordingly, the District agrees to pay the Consultant a lump sum amount Commencement Bonus constitutes payment for Services provided under a Task Order(s). However, in the absence of the DistrictConsultant’s agreement to do soprovide the services contemplated by the Agreement and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. B. During the term of this Agreement, the fee Company shall pay Consultant fifteen thousand dollars ($15,000.00) per month (“Consulting Fee”) beginning on the first day of the first full calendar month following the execution of this Agreement by the Parties. The Consulting Fee shall be paid by the Company, on a quarterly basis, by executing and delivering a Warrant Agreement to Consultant. The Warrant Agreement, the form of which is attached hereto as Exhibit B (the “Consulting Warrants” and, together with the Commencement Warrants, the “Warrants”), shall provide Consultant with cashless warrants exercisable into the Company’s common stock. The number of shares to be issued shall be based on any Consulting Fee that is then due and owing and calculated using the Conversion Price on the hourly rates in accordance with Exhibit “B”date the warrants are exercised, plus any agreed upon and approved Reimbursable Expenses. b. Consultant shall invoice except that the District monthly, or another periodic basis approved by the District, for the Services provided pursuant to this Agreement from the time the Consultant begins work under a Task Order. All invoices must Warrants cannot be separated and invoiced per Task Order. All costs must be supported by an invoice, receipt, or other acceptable documentation as determined by the District. c. Except as expressly provided herein, Consultant agrees that no other compensation, fringe benefits, or other remuneration is due to Consultant by the District for Services rendered under this Agreement or any Task Order(sexercised within six (6) issued hereunder. Consultant shall not apply for or receive statutory benefits available to employees months of the District because Consultant is not an employee of the Districtdate hereof (“Exercise Date”). d. Compensation and damages payable to Consultant for the District’s termination of Services, other than for cause, are set forth elsewhere in this Agreement.