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2. COMPENSATION <br />a. The total sum to be expended under this Agreement shall not exceed Three Million <br />Dollars ($3,000,000) annually, for a potential not to exceed amount of Eighteen Million <br />Dollars ($18,000,000) during the term of the Agreement if all extensions are utilized, <br />aggregated among all IT as -needed professional services providers. City neither <br />warrants nor guarantees any minimum or maximum compensation to Consultant under <br />this Agreement. Consultant shall be paid only for actual services performed under this <br />Agreement at the rates and charges identified in Exhibit A. <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 />3. TERM <br />This Agreement shall continence on February 2, 2021, and terminate on February 1, 2025, <br />unless terminated earlier in accordance with Section 15 below. The term of this Agreement may <br />be extended for one (1) additional two (2) year period upon a writing executed by the City Manager <br />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 />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Page 2 of 10 <br />