MANAGED CAREER SOLUTIONS, SPC (9)

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NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant 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 the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services to the City, the charges and amounts identified in the Compensation and Payment Schedule attached hereto as Exhibit B and incorporated herein by reference. The total sum to be expended under this Agreement shall not exceed $99,330.00 during the term of this Agreement. b. Payment by City shall be made on or before December 30, 2020, following receipt of proper invoicing evidencing work to be performed and services/materials to be provided subject to City accounting procedures. 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 City. If Consultant does not provide services totaling the amount of the initial payment, Consultant shall refund the excess payment back to City. k�IT311 This Agreement shall commence on the date first written above and continue through June. 30, 2021, unless terminated earlier in accordance with Section 15 below, or pursuant to the terms of the City's resolution proclaiming a local emergency. This Agreement shall also cover any and all post program close-out data extraction, migration, and retention application development services provided by Consultant to City prior to the Effective Date. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 2 of 10