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in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to <br />the City accordingly. Contractor agrees to immediately inform the City via telephone and in <br />writing of any problems that could cause damage to the City's property, improvements and persons. <br />Contractor will require its employees to perform their work in a manner consistent with the type <br />and scope of work to be performed. In the event that the Contractor fails to complete the Services <br />pursuant to the terms of this Agreement and City must undertake the completion of performance of <br />Services, Contractor agrees to indemnify the City or all costs incurred with respect to the <br />completion of those Services and any damages the City may suffer as a result of Contractor's <br />failure to perform the Services. <br />3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth <br />in Section 10 hereunder, the initial two (2) year term of this Agreement shall commence on <br />September 18, 2022, and end no later than September 17, 2024. <br />Payment will be made only for work completed to the satisfaction of the City. The terms of <br />Sections 9 and 16 titled "Indemnification and Waiver of Liability," and "Compliance with Law," <br />respectively, shall survive termination of this Agreement. <br />4. RENEWAL. Prior to, or upon completion of the initial two (2) year term, the City shall <br />have the option to renew this Agreement for an additional three (3) one-year renewal terms. <br />5. COMPENSATION. As the entire compensation during the initial two (2) year term of this <br />Agreement, in whatever capacity rendered, the City shall pay Contractor an amount not to exceed <br />One Hundred Eighty Thousand Dollars ($180,000.00) for the performance of the Services. Payment <br />to Contractor for all charges and tasks under this Agreement shall be in accordance with this <br />Agreement and the schedule of charges reflected in Attachment "B" and NASPO contract <br />RFPI 118005083 pricing for tire purchases, and under the following conditions: <br />A. Disbursements. There are no reimbursable expenses associated with this contract. <br />B. Payment Schedule. Invoices received from the Contractor pursuant to this <br />Agreement will be reviewed by the initiating City Department. If services have been <br />rendered in conformity with the Agreement, the invoice will be sent to the Finance <br />Department for payment. Invoices must reference the contract number assigned <br />hereto. Invoices will be paid in accordance with the State of Florida Prompt <br />Payment Act. <br />C. Availability of Funds. The City's performance and obligation to pay under this <br />Agreement is contingent upon an annual appropriation for its purpose by the City <br />Commission. In the event the City Commission fails to appropriate funds for the <br />particular purpose of this Agreement during any year of the term hereof, then this <br />Agreement shall be terminated upon ten (10) days written notice and the Contractor <br />shall be compensated for the Services satisfactorily performed prior to the effective <br />date of termination. <br />D. Final Invoice. In order for both parties herein to close their books and records, the <br />Contractor will clearly state "final invoice" on the Contractor's final/last billing to <br />Page 2 of 15 <br />THE GOODYEAR TIRE AND RUBBER COMPANY <br />