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<br />Page 3 of 10 <br />#2076148v2 <br />1. SCOPE OF SERVICES <br /> <br />Subcontractor shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in Scope of Work- Exhibit C, <br />attached hereto and incorporated by reference. <br /> <br />Subcontractor shall comply with all Federal requirements detailed in the Contractor’s RFP <br />(Exhibit III), as attached hereto as Federal Regulations -Exhibit D. <br /> <br />2. COMPENSATION <br /> <br />a. Contractor agrees to pay, and Subcontractor agrees to accept as total payment for its <br />services for Contractor, the rates and charges identified Compensation - Exhibit E. <br />The total amount to be expended during the term of this Agreement shall not exceed <br />$632,839.00. The funding is comprised of $587,839.33 in HHAP-5 funds and $45,000 <br />in FYI administrative fees. <br /> <br />b. Payment by Contractor shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to Contractor accounting <br />procedures. Contractor and Subcontractor agree that all payments due and owing under <br />this Agreement shall be made through Automated Clearing House (ACH) transfers. <br />Subcontractor agrees to execute the Contractor’s standard ACH Vendor Payment <br />Authorization and provide required documentation. Upon verification of the data <br />provided, the Contractor will be authorized to deposit payments directly into <br />Subcontractor’s account(s) with financial institutions. Payment need not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be expected by Contractor. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the Contractor to grant up to a one 1-year renewal, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Subcontractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the Contractor. This Agreement is not intended <br />nor shall it be construed to create an employer-employee relationship, a joint venture relationship, <br />or to allow the Contractor to exercise discretion or control over the professional manner in which <br />Subcontractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Subcontractor shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Subcontractor shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />EXHIBIT 2