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2. 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, including any extensions, shall not <br /> exceed$585,565. <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 August 15, 2025 for a three (3) year term with the <br /> option for the City to grant up to a two (2) one 1-year renewals, exercisable by a writing by the <br /> City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, <br /> below. <br /> 4. INDEPENDENT CONTRACTOR <br /> Consultant shall, during the entire term of this Agreement, be construed to be an <br /> independent Consultant 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 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 /> Page 2of11 <br /> #2072041v1 <br />