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2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br />under this Agreement, the rates and charges identified in Exhibit B and Consultant's <br />Proposal` The total sum to be expended under the term of this Agreement shall not <br />exceed $966;033.: _This sum is comprised of (1) the amount of $37&212 for <br />implementation "services, (2) $500,000;_for data collection, and (3) a 10% <br />contingency in the amount of•$87,821 Yfor additional services to be elected at the <br />City's sole discretion. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals and Scope of Work, which may reasonably be <br />expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on December <br />1,8,_r^2020, unless terminated earlier in accordance with Section 16, below. The -term of this <br />.,. <br />Agreement may be extended for two 2=yea`r periods:upon a writing executed by the City Manager <br />and City Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor 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. <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 Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subconsultants to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subconsultant prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Page 2 of 8 <br />25K-68 <br />