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in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations." 3.2 Section 3.1.2 (Term) is hereby deleted in its entirety and replaced with a new Section 3.1.2 to read as follows: "Section 3.1.2 Term. The term of this Agreement shall be 180 calendar days, unless earlier terminated as provided herein. Consultant shall complete the services within term of this agreement, and shall meet any other established schedule and deadlines." 3.3 Section 3.3.1 of the Agreement is hereby deleted in its entirety and replaced with a new Section 3.3.1 to read as follows: "3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Twenty Thousand Four Hundred Five Dollars ($120,405.00) without written approval of the City Council. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.5 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment. 3.6 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 3.7 Counterparts. This Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. R VPUB\NGS\635122 _ 2 _