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Page 2 of 9 <br /> <br />duties prior to engaging the services of any professional staff members referenced in Exhibit A <br />and Exhibit B – Fees and Costs, attached hereto and incorporated herein. In the event City staff <br />is unable to assist Consultant in performing a particular task or service, Consultant shall obtain <br />prior approval from the City Attorney’s Office or City Manager’s Office before engaging the <br />services of its professional staff members referenced in Exhibits A and B. <br /> <br />2. COMPENSATION <br /> <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Consultant. Consultant shall be paid only for actual services performed under this <br />Agreement at the rates and charges identified in Exhibit B. The total compensation <br />for these services shall not exceed the amount of Two Hundred Fifty Thousand Dollars <br />($250,000.00) during the term of the Agreement, including any extension periods, <br />amended in writing. <br /> <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 /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a two (2) year term, <br />unless terminated earlier in accordance with Section 15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <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 /> <br />5. OWNERSHIP OF MATERIALS <br /> <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