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IV. Prepare written letters of understanding in a form and manner approved by the City Council and the City Manager of the City. V. Additional Services: Advise and consult with the City Manager of the City at such times and places as may be mutually agreed upon IEDA, Inc. and the City Manager on all matters relating to employment conditions and employer-employee relations with respect to the City's various employee groups. Provide training, as necessary,to City's management, supervisory staff regarding labor relations,progressive discipline or other subjects as may be mutually agreed upon. 2. Terms. The term of this agreement will be three(3)years. The parties may mutually agree to extend the term to two (2)additional periods of one(1)year each. Any such administrative extensions shall require a co-signed letter agreeing to the extension, and such administrative extension may include a mutually agreed upon change in compensation. 3. Compensation. For the services to be rendered, City shall pay Consultant, as described more particularly in Exhibit A which is attached and incorporated to the extent consistent with this Agreement. The payments shall be made on a monthly basis upon receipt and approval of Consultant's invoice. a. Invoices submitted to City must contain a brief description of work performed,time used and City reference number. Payment shall be made within thirty(30) days of receipt of Consultant's invoice and approved by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty(60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty(30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty(60)days, or any extension thereof granted by the City,after the work is accepted by the City. 4. Sufficiency of Consultant's Work. All reports,research, designs,plans, comments and work product shall be adequate and sufficient to meet the purposes for which they are prepared. 5. Ownership of Work. All reports, drawings,designs,plan review comments,work product, and all other documents completed or partially completed by CONSULTANT in the performance of this Agreement shall become the property of the CITY. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City,the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services,unless the City provides prior written consent. 2IPage