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i. Support and Maintenance Agreement (Exhibit 2 - Standard Support Guidelines) CONSULTANT's Statement of Work, including each attachment thereto, together with CONSULTANT's Support and Maintenance Agreement shall be subject to the terms and conditions of this Master Renewal Agreement. In the event of conflict between this Master Renewal Agreement and CONSULTANT's Statement of Work or any attachment thereto and CONSULTANT's Support and Maintenance Agreement, the terms of this Master Renewal Agreement s hallprevail. 2. COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services as set -out in EXHIBIT A and EXHIBIT B, the fees as set -out respectively in subsections (a) and (b) below, in a aggregate base amount of $3,144,516, with a further aggregate contingency amount of $217,000, for a total combined not to exceed amount of $3,361,516. (a) Scope of Work (including) Statement of Work for enQuesta v6 Upgrade document - Upgrade Payment Milestones -Phase 1(Table - 9.0, Table 9.1) ii. Attachment A- enQuestav6ProjcetCosts Pricing Sheet iii. Statement of Work for enQuesta v6 Upgrade document - Upgrade Payment Milestones - Phase 2 (b) Support and Maintenance Agreement (Exhibit 1 - Annual Support And Maintenance Fees) 3. TERM. The initial term for the provision of professional services as set forth in Section I of this Master Renewal Agreement shall be for a period of six (6) years commencing March 1, 2020 and ending December 31, 2025, with one (3) three-year term extension option, and one (1) one-year term extension option, the first commencing January 1, 2026 and ending December 31, 2028, and the second commencing January 1, 2029 and ending December 31, 2029, both exercisable in the sole discretion of the City, by a writing executed by the City Manager and the City Attorney, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. The initial term and the extension options shall collectively be referred to as the 'Term". 4. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Master Renewal Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such 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 25D-12