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2.COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total paytnent for its services for City, <br />the rates and charges identified in the Cost Proposal - Exhibit B, attached hereto and <br />incorporated by referenced. The total amount to be expended during the term of this <br />Agreement shall not exceed $56,750. <br />b. Payment by City shall be made within foity-five (45) days following receipt of proper invoice <br />evidencingworkperfornned,subjecttoCityaccountingprocedures. Paymentneednotbemade <br />for work which fails to meet the standards of performance set foith in the Recitals which may <br />reasonably be expected by City. <br />3.TERM <br />This Agreement shall commence on August 29, 2023 and end on March 31, 2024, with the option <br />for the City to grant an extension, exercisable by a writing by the City Manager and the City Attorney, <br />unless teiminated 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 independent <br />Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationsip, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in wich Consultant perfornns the services which are <br />the subject matter of t's Agreement; however, the services to be provided by Consultant shall be provided <br />in a manner consistent with all applicable standards and regulations governing such services. Consultant <br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating to employees 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, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual propeity embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, wich are prepared or caused to be prepared by Consultant <br />under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the <br />legal right to license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City's sole risk.