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nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials, excluding proprietary computer models. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B (Fee Schedule). The total sum to be expended under this Agreement shall not exceed two -hundred thousand dollars ($200,000.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice, including a detailed breakdown of the services and tasks performed, hours and hourly rates related to performance of those services and tasks, subject to City accounting procedures. e. 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. In the event that the City disputes a portion of Consultant's invoice, any sums not in dispute shall be remitted to Consultant. 4. TERM This Agreement shall commence on the date first written above and terminate on August 20, 2021, unless terminated earlier in accordance with Section 13, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: