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EXHIBIT 3 <br />2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services for <br />City, the rates and charges identified in Compensation - Exhibit C. The total amount <br />to be expended during the defined term of this Agreement, including any extension <br />which may be exercised per Section 3, below, shall not exceed $3,501,682. <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. City and <br />Contractor agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Contractor agrees to execute the <br />City's standard ACH Vendor Payment Authorization and provide required documentation. <br />Upon verification of the data provided, the City will be authorized to deposit payments <br />directly into Contractor's account(s) with financial institutions. Payment need not be <br />made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on March 1, 2026 and shall continue for a one (1) year term <br />with the option for the City to grant up to two (2) one (1) year extensions, exercisable by a writing by <br />the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an independent <br />Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed <br />to create an employer -employee relationship, a joint venture relationship, or to allow the City to <br />exercise discretion or control over the professional manner in which Contractor performs the services <br />which are the subject matter of this Agreement; however, the services to be provided by Contractor <br />shall be provided in a manner consistent with all applicable standards and regulations governing such <br />services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment <br />insurance and similar taxes relating to employees and shall be responsible for all applicable <br />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 Contractor under this Agreement ("Documents & Data"). Contractor <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 />Contractor represents and warrants that Contractor has the legal right to license any and all <br />Documents & Data. Contractor makes no such representation and warranty in regard to <br />Documents & Data which were provided to Contractor by the City. City shall not be limited in <br />Page 2 of 8 <br />#2107236v7 <br />