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b. Prices identified above shall remain fixed during the first year of this Agreement and <br />shall include all freight and delivery charges. After the first year, the Contractor shall <br />provide an updated price list to the City for that year. The Executive Director managing <br />the department handling this Agreement, or their designate, shall provide written <br />confirmation of the City's consent of the new prices at a rate not -to -exceed 2%. <br />c. Any increase in costs will not be reflected by a change in the overall compensation <br />noted in Section 3.a., above. Any increase in compensation to Contractor shall require <br />approval by the City Council. <br />d. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment <br />need not be made for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on July 1, 2019 and continue for a three (3) year term <br />until June 30, 2022 with the option for the City to grant up to two (2) one (0-year renewals, <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Contractor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Contractor shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Contractor shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Contractor represents and warrants that Contractor has the legal right to license any and all <br />Documents & Data. Contractor makes no such representation and warranty in regard to <br />Page 2 of 8 <br />