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1. SCOPE OF SERVICES Subcontractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Work- Exhibit C, attached hereto and incorporated by reference. Subcontractor shall comply with all Federal requirements detailed in the Contractor's RFP (Exhibit III), as attached hereto as Federal Regulations -Exhibit D. 2. COMPENSATION a. Contractor agrees to pay, and Subcontractor agrees to accept as total payment for its services for Contractor, the rates and charges identified Compensation - Exhibit E. The total amount to be expended during the term of this Agreement shall not exceed $632,839,00, The funding is comprised of$587,839.33 in HHAP-5 funds and$45,000 in FYI administrative fees. b. Payment by Contractor shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Contractor accounting procedures. Contractor and Subcontractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor agrees to execute the Contractor's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the Contractor will be authorized to deposit payments directly into Subcontractor's account(s)with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Contractor. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term_ with the option for the Contractor to grant up to a one 1-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Contractor. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes,unemployment insurance and similar taxes relating to Page 3 of 10 #2076148v2