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EXHIBIT INDEPENDENT CONTRACTOR AGREEMENT BETWEEN THE CITY OF NORTH OLMSTED AND SINDYLA CONSULTING GROUP LLC This agreement is entered into this day of 2017, by and between the City of North Olmsted, hereinafter referred to as the "City", and the Sindyla Consulting Group, LLC, an Independent Contractor, hereinafter referred to as the "Consultant" to provide consulting services regarding the City's Cell Tower locations. ARTICLE ONE The terms of this agreement shall be from 2017 through December 31, 2017. Either party may cancel this Agreement, for cause, with thirty (30) days written notice to the other party when either the progress or results achieved under this Agreement is unacceptable to either party. Prior to cancellation of this agreement, a meeting will be held by the parties to discuss issues of concern and seek resolution. If this Agreement is canceled by the parties prior to completion, the Consultant, within twenty (20) days, shall submit a certified final progress report if a percentage of work is completed by the date as certified in this statement, subject to the provisions of this Agreement. In the event that the City is notified that the funding is terminated for any reason, the City shall immediately notify the Consultant of the termination of funding. The City may terminate this Agreement for its convenience at any time upon providing five (5) days notice to the Consultant. In such case, the Consultant shall be entitled to receive full compensation for all services and work performed prior to the date of termination. Payment of such compensation is the sole and exclusive remedy of the Consultant for termination of this Agreement. The Consultant shall be liable for breach of contract for failure to complete the tasks identified in the scope of services on time and in the manner set forth below. ARTICLE TWO Consultant will be responsible for the following activities, including, but not limited to; 1. Evaluation of towers located on City -owned property. Evaluation of all city -owned property for location of new towers in conjunction with City's zoning and planning code and surrounding municipalities codes.