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shall perform the additional on -call services at the sole direction of the City in accordance with <br />Consultant's 2021 basic billing rate schedule as set forth in Exhibit A-1 of this third Agreement. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br />under the terms of this third Agreement the rates and charges identified in Exhibit <br />A-1. The total sum to be expended under this third Agreement shall not exceed <br />$30,000 during the term of this third Agreement. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work that fails to meet the standards of performance <br />set forth in these Recitals, which may reasonably be expected by City. <br />3. TERM <br />This third Agreement shall commence one the date first written above and continue for one <br />(1) year, unless terminated earlier in accordance with Section 16, below. The Term of this third <br />Agreement may be extended 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 third 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 third Agreement; however, the services <br />to be provided by Consultant shall be provided in a manner consistent with all applicable standards <br />and regulations governing such services. Consultant shall pay all salaries and wages, employer's <br />social security taxes, unemployment insurance and similar taxes relating to employees and shall <br />be 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 third Agreement ("Documents & Data"). <br />Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive <br />and perpetual license for any Documents & Data the subcontractor prepares under this third <br />Agreement. Consultant represents and warrants that Consultant has the legal right to license any <br />and all Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />