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Walmart Settlement and California State Subdivision Agreement that affects funding under this <br />Agreement. <br />3.COMPENSATION <br />a.City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Compensation -Exhibit B. The total amount <br />to be expended during the term of this Agreement shall not exceed $500,000. <br />b.Payment by City shall be made within forty-five ( 45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and <br />Consultant agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Consultant agrees to execute the <br />City's standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Consultant's account(s) with financial institutions. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />4.TERM <br />This Agreement shall commence on the date first written above for a six (6) month term <br />with the option for the City to grant up to a two 6-month renewals, exercisable by a writing by the <br />City Manager and the City Attorney, unless te1minated earlier in accordance with Section 16, <br />below. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be constmed to be an <br />independent Consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be constmed 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 />perfo1ms 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 />6.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 />Page 2 of9 <br />#2048015vl <br />EXHIBIT 1