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2. COMPENSATION a, The total sum to be expended under this Agreement shall not exceed Three Million Dollars ($3,000,000) annually, fora potential not to exceed amount of Eighteen Million Dollars ($18,000,000) during the term of the Agreement ifall extensions are utilized, aggregated among all IT as -needed professional services providers. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement, Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit A. b. Payment by City shall he made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject 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 February 2, 2021, and terminate on February t, 2025, unless terminated earlier in accordance with Sectlon 15 below. The tern of this Agreement may be extended for one (1) additional two (2) yearperiod upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer employce relationship, ajoint 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 employces and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS `this Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense 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-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement, Consultant 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 Page 2 of 10