Item 19 - First Amendment to the Agreement for Automated Meter Infrastructure Services

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Docuslgn Envelope ID: 8DB22FEB-2609-4AA8-92E8-033D22A87Dg'7 through Automated Clearing House (ACH) trnnsfers. Consultant 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 Consultant'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 2ot11 day of August, 2024 and terminate on December 31, 2027, with the option for the City to grant up to one 2-year extension (through December 31, 2029) exercisable by a writing by the City Manager and City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultallt shall, during the entire tel'tn of this Agreement, be construed to be all independent Consultant alld not all 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable stalldards and regulations governing suoh services. Consultant 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-exclu sive and perpetual license for City to copy, use, modify, reuse, or sublicense ally and all copyrights, designs, alld other intellectual property embodied in plans, specifications, studies, dmwings, estimates, and other documents or works of authorship fixed in allY tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consnltallt under this Agreement ("Documents & Data''). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for ally Documents & Data the subcontractor prepares under this Agreement. Consultallt represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Docmnents & Data which were provided to Consultant by the City. City shall not be limited in ally way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertalcing peiformance of work under this Agreeme11t, Consultant shall maintain alld shall require allY subcontractors to obtain and maintain insurance as described Page2 of9