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REV: 12-08-2022 RL <br />3.3. The payment made to Vendor pursuant to the Purchase Agreement will be the <br />full and complete compensation to which Vendor is entitled. City will not make <br />any federal or state tax withholdings on behalf of Vendor or its officers, agents, <br />employees, consultants, or subcontractors (collectively, “Vendor Personnel”). <br />City will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Vendor or any Vendor Personnel. <br />Vendor agrees to reimburse City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or <br />workers' compensation payment which City makes on behalf of Vendor or any <br />Vendor Personnel for work done under this Agreement. At the City’s election, <br />City may deduct the reimbursable amount from any balance owing to Vendor. <br />4. Status of Vendor. Vendor will perform the Services as an independent contractor <br />and not as an employee of City. The persons used by Vendor to provide services under <br />this Purchase Agreement will not be considered employees of City for any purposes. <br />5. Term. Unless terminated earlier pursuant to Section 6, the term of this Purchase <br />Agreement will be for a period of four years from the Effective Date. The foregoing <br />notwithstanding, continuation of the Purchase Agreement beyond the first year of the term <br />is contingent upon the City Council appropriating necessary funds for this Purchase <br />Agreement. Any extension will require a written amendment executed by both parties <br />indicating the effective date and length of the extended Purchase Agreement. <br />6. Cancellation and Termination. Either party upon tendering thirty (30) days written <br />notice to the other party may terminate this Purchase Agreement. If Vendor fails or <br />refuses to perform any of the provisions of this Purchase Agreement, and if Vendor does <br />not cure the default within five (5) days of the City providing a written notice specifying <br />the nature of the default, City may terminate this Purchase Agreement immediately by <br />giving written notice to Vendor. If City materially fails or refuses to perform any of the <br />provisions of this Purchase Agreement, and if City does not cure the default within thirty <br />(30) days of Vendor providing a written notice specifying the nature of the default, Vendor <br />may terminate this Agreement immediately by giving written notice to City. Within ten <br />(10) days of termination pursuant to this Section 6 or of the natural expiration of this <br />Purchase Agreement, Vendor will assemble any deliverables without charge and put it in <br />order for proper filing and closing and deliver it to City. Vendor will be paid for work <br />performed up to the termination date; however, the total will not exceed the amount <br />payable under this Purchase Agreement. City will determine the final payment amount <br />based upon the value of the work product delivered to City and the percentage of the <br />Services performed. <br />7. Delivery Risk of Loss. All orders will be F.O.B. destination if not otherwise <br />specified. Risk of loss or damage to the Goods will remain with Vendor until the Goods <br />ATTY/AGR.2022.422/EleMech, Inc. (Page 3 of 15)