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Page 2 of 11 renew for subsequent twelve (12)month terms until such time as either Party notifies the other of their desire to terminate this Agreement. 6.TERMINATION Either Party may terminate this Agreement upon ninety (90)days written notice without cause and with no penalty or additional cost beyond the rates stated in this Agreement. This Agreement may be terminated for cause at any time if either Party to this Agreement should materially breach any material provision herein.In such case,the non-breaching party will notify the breaching party in writing specifying the respect in which such party has breached the Agreement.In the event that such breach is not remedied to the reasonable satisfaction of the non-breaching party within thirty (30)calendar days after delivery of the above notice,the non-breaching party may,by written notice to the breaching party,terminate this Agreement,effective immediately.If the breach is cured to the satisfaction of the non-breaching party, this Agreement shall continue as if no breach had occurred. Consultant shall be entitled to receive payment for work completed up to and including the date of termination within thirty (30) days of termination with or without cause. 7.FISCAL NON-APPROPRIATION CLAUSE Financial obligations of Municipality payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available in accordance with the rules, regulations,and resolutions of Municipality,and other applicable law.Upon the failure to appropriate such funds, this Agreement shall be terminated. 8.MUNICIPALITY OBLIGATIONS Municipality shall timely provide all data information,plans,specifications and other documentation reasonably required by Consultant to perform Services (Materials).Municipality has the right to grant and hereby grants Consultant a fully paid up,non-exclusive,non-transferable license to use the Materials in accordance with the terms of this Agreement. 9.PERFORMANCE STANDARDS Consultant shall perform the Services using that degree of care,skill,and professionalism ordinarily exercised under similar circumstances by members of the same profession practicing or performing the substantially same or similar services.Consultant represents to Municipality that Consultant retains employees that possess the skills,knowledge,and abilities to competently,timely,and professionally perform Services in accordance with this Agreement. 10.INDEPENDENT CONTRACTOR Consultant is an independent contractor,and,except as provided otherwise in this section, neither Consultant,nor any employee or agent thereof,shall be deemed for any reason to be an employee or agent of Municipality. Municipality shall have no liability or responsibility for any direct payment of any salaries, wages,payroll taxes,or any and all other forms or types of compensation or benefits to any personnel performing services for Municipality under this Agreement.Consultant shall be solely responsible for all compensation,benefits,insurance and employment-related rights of any person providing Services hereunder during the course of or arising or accruing as a result of any employment,whether past or present, with Consultant. Consultant and Municipality agree that Consultant will provide similar service to other clients while under contract with Municipality and Municipality acknowledges that Consultant employees may provide similar services to multiple clients.Consultant shall at its sole discretion assign and reassign qualified employees,as determined by Consultant,to perform services for Municipality. Municipality may request that a specific employee be assigned to or reassigned from work under this Agreement and Consultant shall consider that request when determining staffing. Consultant shall determine all conditions of employment for its 97