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DocuSign Envelope ID: 2E06D9AC-D659-48D2-9CA0-00706AE6423C consulting at a standard hourly rate; 3) $299 for the Quesfica Sync Tool; and 4) $8,531.25 for services related to Agreement N-2019-027 which occurred after the agreement expired. b. Consultant shall not charge the City for any annual fees associated with the implementation of the CaseWare software. C. City shall compensate Consultant for any work performed since March 6, 2019, for services provided since the expiration of the prior agreement. This shall include payment for all services listed in Section 2a, above. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subj ect to City accounting procedures. 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 and continue through December 31, 2020, 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 14, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 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 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 withholding taxes. 5. OWNERSIIIP OF MATERIALS This Agreement creates a non -transferable and perpetual license for City to copy, use, modify, or reuse any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any 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 Consultant under this Agreement (" Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non -transferable and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents #20028v3 Page 2 of 9