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1. SCOPE OF SERVICES Subcontractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit B, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Subcontractor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit C. The total amount to be expended during the term of this Agreement shall not exceed$49,800.00. b. Payment by City shall be made within forty-five(45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Subcontractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Subcontractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above through February 28, 2025 with the option for the City to grant up to a one 1-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property Page 2 of 10 #429789v1