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<br />Page 2 of 11 <br />2. COMPENSATION <br /> <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 Exhibit A. The total amount to be expended <br />during the term of this Agreement shall not exceed $181,300.00. <br /> <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 /> <br />c. As the recipient of ARPA SLFRF funds, Consultant will be required to comply with <br />any and all compliance requirements for the use of SLFRF funds, any and all reporting <br />requirements for expenditures of SLFRF funds, as well as compliance with 2 CFR <br />200.332 regarding pass-through entities. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a six (6) month term <br />with the option for the City to grant up to a one (1) six (6) month renewal, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant 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. Consultant may use third-parties to provide <br />administrative and operational support to Consultant business operations. All of these third party <br />service providers are subject to confidentiality obligations to protect the confidentiality of City <br />data. Such entities may be located within or outside the United States. <br /> <br />5. OWNERSHIP OF MATERIALS <br /> <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />Deliverables, as defined in the statement of work, fixed in any tangible medium of expression, <br />including but not limited to, physical drawings or data magnetically or otherwise recorded on <br />computer diskettes, which are delivered by Consultant under this Agreement (“Documents & <br />Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- <br />exclusive and perpetual license for any Documents & Data the subcontractor prepares under this