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Agreement shall not exceed $39,125.00, which includes a $10,000.00 contingency, <br />during the term of this Agreement. <br />b. 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 />c. Consultant acknowledges that the source of funding for this Agreement is the federal <br />CARES Act Fund, and that payments from the CARES Act Funds are only to be used <br />to make necessary expenditures incurred due to the public health emergency with <br />respect to COVID-19. The City reserves the right to reduce the amount of CARES Act <br />Funds to Consultant, or to completely terminate this Agreement, in the City's sole <br />discretion, if there is a reduction in CARES Act Funds provided to the City. <br />3. TERM <br />This Agreement shall commence on the date first written above and continue through <br />December J 1, 2020, unless terminated earlier in accordance with Section 15 below, or pursuant to <br />the terms of the City's resolution proclaiming a local emergency. Consultant shall provide the <br />services detailed herein pursuant to the Schedule attached hereto as Exhibit C and incorporated <br />herein by reference. This Agreement shall also cover any and all services provided by the <br />Consultant to the City prior to the Effective Date. The Term of this Agreement may be extended <br />by a writing executed by the City Manager and the City Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Consultant 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 Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant 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 Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />Page 2 of 9 <br />