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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 /> 2. COMPENSATION <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 /> 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 /> 3. TERM <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 /> 4. INDEPENDENT CONTRACTOR <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 /> 5. OWNERSHIP OF MATERIALS <br /> This Agreement creates a nonexclusive and perpetual license for City to copy, use, <br /> modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br /> Page 2 of 9 <br /> Resolution No. 2025-029 <br /> Page 6of18 <br />