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5. City’s Right to Suspend Services.The Parties acknowledge that the primary responsibility of the Roseville Police Department is to provide law enforcement services to the City of Roseville. In the event that the City is unable to staff the Services for any reason including that it lackssufficient staffing to provide adequate law enforcement services to the City of Roseville, either on a short term or a long-term basis, the City has the right to suspend Services. In such a circumstance, the City will provide up to 90 days’ notice, if possible, prior to such suspension. In the event that, due to circumstances beyond the City’s reasonable control, the city is unable to provide 90 days’ notice, the City will provide as much notice as possible which may be little or no notice at all, depending on the circumstances. Such notice will include an estimate of the length of the suspension. Such suspension will not be a breach of this Agreement, and, in the event of a suspension of services,Rosedale will not be obligated to pay for Labor Costs or Vehicle Costs related to any Services not actually received. 6. Method of Payment. The City will submit to Allied Universal Security Serviceson a monthly basis (twelve times per year) an itemized written invoice for the Labor Costs and Vehicle Costs (together the “Costs”) as set forth in Exhibit A. Rosedale will remit payment to the City for all such invoiced Costs within thirty (30) days of receipt. In the event of untimely payment or non-payment, the City will thereafter charge an additional monthly, cumulative late fee of five percent (5%) of the outstanding invoiced amount. 7. Term; Renewal. This term of this Agreement related to the provision of Services will begin on \[DATE\](the date that Services actually begin being the “Services Start Date”, the date Services are scheduled to begin being the “Scheduled Services Start Date”). In the event that the city is unable to provide sufficient staff to provide the Services on any Scheduled Services Start Date, the City will provide at least 90 days’ notice prior to the Scheduled Services Start Date that the Services Start Date will be delayed by 90 days. The term of this Agreement related to the creation of a substation place will begin ninety (90) days prior to the Services Start Date. Following the actual Services Start Date, this Agreement will thereafter automatically renew for one additionalthree-year term,unless earlier terminated by either party in accordance with Paragraph 8 of this Agreement. 8. Termination. This Agreement may be terminated at any time by either Party, with or without cause, by delivering to the other Party at the address set forth in Paragraph 18 below, a written notice at least 180 days prior to the date of such termination. The date of termination must be stated in the notice. 9. Independent Contractor Status. Rosedale and the City enter into this Agreement at arms’ length. The City at all times will be considered an independent contractor for all purposes under this Agreement. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership, or employer/employee relationship between the parties. Neither Rosedale nor the City will hold itself out as the representative or agent of the other party. Neither Rosedale nor the City has the right and neither will seek to exercise any control over the other party, its employees, its officers, or its agents. The City and its Assigned Officers will not be deemed employees or joint employees of Rosedale for any 4 RS160\\1\\949071.v2 Qbhf!326!pg!494