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The above consideration as set forth in Exhibit "A " contemplates and includes all travel <br />expenses incurred by Contractor's employee(s) and agent(s) to facilitate peer meetings and <br />conduct site visits. No additional payments shall be made for those costs. <br />Section 3. Term (and Renewal Option, if Applicable). This Agreement shall be <br />effective for a period of two years, commencing on the 9th day of May 2017 ("Effective Date") <br />and terminating on the 9th day of May 2019 ("Expiration Date"). <br />Section 4. Assignment; Successors. The Contractor shall not assign or subcontract <br />the whole or any part of this Agreement without the prior written consent of the City. <br />Section 5. Changes in Scope of Services. The Contractor understands and agrees <br />that it shall not commence any additional work or change the scope of the Services provided <br />unless authorized in writing by the City. No claim for additional compensation shall be made by <br />Contractor in the absence of prior written approval of the Parties. <br />Section 6. Governing Law. [Intentionally Omitted] <br />Section 7. Relationship/Independent Contractor. Both parties, in the performance <br />of this Agreement, shall act in an individual capacity and not as agents, employees, partners, <br />joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not <br />be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose <br />whatsoever. Neither party will assume liability for any injury (including death) to any person(s), <br />or damage to any property, arising out of the acts or omissions of the agents, employees or <br />subcontractors of the other party. The Contractor shall be solely responsible for providing all <br />necessary unemployment and workers' compensation insurance for the Contractor's employees. <br />Contractor is solely responsible for compliance with applicable laws and regulations <br />relating to taxes and social security payments that may be required to be made in connection with <br />the compensation provided under this Agreement. The City, however, may file informational <br />returns with the United States Internal Revenue Service or similar state agency regarding <br />payment made to Contractor in accordance with this Agreement under conditions imposed by <br />federal, state or local laws applicable to such payment. The City shall provide IRS Form 1099, if <br />applicable. <br />Section 8. Entire Agreement. This Agreement sets forth the entire agreement and <br />understanding between the Parties as to the subject matter hereof, and merges and supersedes all <br />prior discussions, agreements, and understanding of any and every nature between them. <br />Section 9. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5- <br />5(d)(4), payments by the City are subject to annual appropriation by its fiscal body. When the <br />City makes a written determination that funds are not appropriated or otherwise available to <br />support continued performance of this Agreement, this Agreement shall be cancelled. The City <br />shall inform Contractor of the lack of appropriated funds to support the continuation of <br />performance hereunder, as soon as is reasonably possible, and the Agreement will then be <br />