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mail address for use by Consultant in all services performed under this Agreement, and <br />Consultant agrees to use such e-mail address for this purpose. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Compensation - Exhibit B. The total amount <br />to be expended during the term of this Agreement shall not exceed $30,000. <br />b. Consultant agrees and understands that the not -to -exceed amount, provided above, <br />includes reimbursement for all out-of-pocket expenses, including but not limited to, <br />mileage, copying costs, and mail services authorized at the sole direction of the <br />Councilmember in connection with the performance of duties under this Agreement. <br />c. Consultant shall submit monthly invoices to City for work performed during the billing <br />period. 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 />3. TERM <br />This Agreement shall commence on the date first written above, and terminate on April 30, <br />2023, unless terminated earlier in accordance with Section 15, below. <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 the 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, benefits, <br />employer's social security taxes, unemployment insurance, and similar taxes relating to employees <br />and shall 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 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 />Page 2 of I I <br />