WESTBOUND COMMUNICATIONS, INC. (3)

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2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services during the term of the Agreement (2018-2019), the rates and charges identified in Exhibit A and B. The total sum to be expended under this Agreement shall not exceed one million three hundred and thirty-five thousand dollars ($1,335,000.00) during the three-year term of this Agreement. Funding for fiscal years 2019-2020 and 2020-2021 are contingent upon grant funding being secured by the City, and if such funding is not secured, the Agreement will terminate when the current term's funding is exhausted. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed and deliverables completed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set for in the Recitals, which may reasonably be expected by City. 3. TERM This Agreement shall commence on September 18, 2018 and continue until June 30, 2019, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended for up to two (2) one (1) year options to renew at the City's sole discretion upon a writing executed by the City Manager and the City Attorney. Pursuant to Section 2.a., any extension is contingent upon funding being secured by the City. 4. OWNERSHIP OF MATERIALS, SUPPLIES, DRAWINGS, SPECIFICATIONS, PROGRAMS AND SYSTEMS Any and all records, papers, plans, drawings, specifications, programs, systems and other materials prepared by Consultant pursuant to this Agreement shall be the property of the City. Consultant agrees to provide the City with any such materials whenever requested to do so. 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.