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Page 2 of 12 <br />1. SCOPE OF SERVICES <br /> <br />Consultant 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 Grant Thornton’s Proposal to the <br />RFQ attached hereto as Exhibit A and incorporated by reference. Consultant warrants that it shall <br />perform the services in accordance with applicable professional standards. This warranty is in lieu <br />of, and Consultant expressly disclaims, all other warranties, express, implied or otherwise, <br />including without limitation any implied warranties of merchantability or fitness for a particular <br />purpose. Consultant does not warrant computer hardware, software or services provided by other <br />parties not retained by Consultant to provide services pursuant to this Agreement. <br /> <br />2. COMPENSATION <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit A. The total amount to be expended <br />during the term of this Agreement shall not exceed Four Hundred Thousand Dollars <br />and Zero Cents ($400,000). <br /> <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment <br />need not be made for work that fails to meet the standards of performance set forth in <br />the Recitals which may reasonably be expected by City. <br /> <br />c. As the recipient of ARPA CSLFRF funds, Consultant will be required to comply with <br />any and all compliance requirements for the use of CSLFRF funds, any and all <br />reporting requirements for expenditures of CSLFRF funds, as well as compliance with <br />2 CFR 200.332 regarding pass-through entities. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a two (2) year term <br />with the option for the City to grant up to two (2) one- (1) year extensions, 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 />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be