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personnel, equipment, tools and other materials at his own expense. <br /> <br />iv. The Customer shall make its facilities and equipment available to the Consultant as <br />reasonably necessary in connection with the Services. <br /> <br />2. Independent Contractor Relationship. The Consultant’s relationship with the Customer shall be that <br />of an independent contractor, and nothing in this Agreement should be construed to create a <br />partnership, joint venture, agency or employer-employee relationship between the Parties. The <br />Consultant is not the agent of the Customer or any of its affiliates and is not authorized and shall not <br />have any authority to make any representation, contract or commitment on behalf of the Customer <br />or its affiliates, or otherwise bind the Customer or its affiliates in any respect whatsoever. For the <br />avoidance of doubt, Consultant is not authorized to make any representation, contract or <br />commitment on behalf of the Customer or its affiliates for the purchase of Public Safety Systems. The <br />Consultant shall be solely responsible for all tax returns and payments required to be filed with or <br />made to any federal, state or local tax authority with respect to the Consultant’s performance of the <br />Services and receipt of fees under this Agreement. The Customer may regularly report amounts paid <br />to the Consultant with the Internal Revenue Service as required by law. The Consultant shall comply <br />with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal <br />laws, rules and regulations including, without limitation, obligations such as payment of all taxes, <br />social security, disability and other contributions based on fees paid to the Consultant under this <br />Agreement. <br /> <br />3. Compensation. <br /> <br />a. Consulting Fees. The Customer shall, in consideration of the performance of the Services, pay <br />the Consultant the sums set forth on Exhibit B (the “Consulting Fees”). Each Customer entity <br />shall pay the portion of their costs as set out in Exhibit B. Any change orders or additional <br />services shall be contracted and paid for by the respective party, without contribution from <br />the other party. <br />i. The maximum amount payable for services under this agreement shall not exceed <br />$545,310. <br /> <br />b. Payment Milestones. See Exhibit C <br /> <br />c. Payments. Payments will be made by ACH. After contract signing, you will receive a separate <br />email with our ACH information for payment. Consultant agrees to complete any County <br />forms required to remit payment via ACH. <br /> <br />d. Late Payments are subject to a 1.5% interest fee on the outstanding late balance. <br />e. Taxes. Our Cost Proposal does not include any taxes – local, county, state, or federal. The <br />Agency is responsible for paying all taxes on the services we provide. If required to pay applicable <br />taxes for your specific jurisdiction, those will be invoiced to you. If you are a tax-exempt agency, <br />you will need to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable <br />taxes to the appropriate entities, which you will be required to reimburse us for. For clarity, we <br />are responsible for paying our income taxes – state and federal – as applicable, arising from the <br />services provided in this agreement. <br /> <br />Page 2 of 19 <br />4 <br />Docusign Envelope ID: A0400265-F3F7-4308-BB98-2C447EA2C29C