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($207,177.15) for the installation of all software and hardware, as more particularly described in <br /> Attachment "A". In addition, the City agrees to pay Contractor a recurring annual fee of Twelve <br /> Thousand Dollars ($12,000.00) each year for Years 2 through 5, as more particularly described in <br /> Attachment "A", for the Vigilant Video Annual Site license and Iron Sky Annual Onsite Service. <br /> Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with <br /> this Agreement and the schedule of charges reflected in Attachment "A" and under the following <br /> 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 performed prior to the effective date of <br /> termination. <br /> d. Final Invoice. In order for both parties herein to close their books and records, the <br /> Consultant will clearly state "final invoice" on the Contractor's finalllast billing to <br /> the City. This certifies that all services have been properly performed and all <br /> charges and costs have been invoiced to the City. Since this account will thereupon <br /> be closed, any other additional charges, if not properly included on this final invoice, <br /> are waived by the Contractor. <br /> Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, <br /> overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor <br /> with the prior written approval of the City. If the City disputes any charges on the invoices, it may <br /> make payment of the uncontested amounts and withhold payment on the contested amounts until <br /> they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or <br /> make it a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any <br /> form of indebtedness. The Contractor further warrants and represents that it has no obligation or <br /> indebtedness that would impair its ability to fulfill the terms of this Agreement. <br /> 5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent <br /> Contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any <br /> action of the parties shall be construed to constitute or to render the Contractor an employee, <br /> partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor <br /> other than those obligations which have been or shall have been undertaken by the City. Contractor <br /> Page 2 of 8 <br /> IRON SKY,INC.-CONTRACT NO.C 1112-073 <br />