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b. For the first extension period exercised per Section 3 of this Agreement, the total yearly amount to be expended shall not exceed $32,600.70. This amount is comprised of $29,637 and a 10% contingency of up to $2,963.70 for services as may be performed by Contractor at sole discretion of the City. C. For the second extension period exercised per Section 3 of this Agreement, the total yearly amount to be expended shall not exceed $34,643.40. This amount is comprised of $31,494 and a 10% contingency of up to $3,149.40 for services as may be performed by Contractor at the sole discretion of the City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. - 3. TERM This Agreement shall commence on July 1, 2018 and terminate on January31, 2019, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for two (2) one year extensions upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data!). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any Page 2 of 11 25J-4