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Consultant under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit. <br />The total amount to beexpended during the term of this Agreement, asapproved <br />by Council amongst the fifteen (15) selected vendors, shall not exceed Four Million <br />Nine Hundred Thousand Dollars and Zero Cents ($4,900,000). <br />.Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />City and Consultant agree that all payments due and owing under this Agreement <br />shall be made through Automated Clearing House (ACH) transfers. Consultant <br />provide required documentation. Upon verification of the data provided, the City <br />will be authorized to deposit payments <br />financial institutions. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />3.TERM <br />ThisAgreementshallcommenceonMay17, 2026 andcontinuefora()yearterm <br />untilMay16,202withtheoptionforthe City to grant uptotwo (2) one(1)yearextension(s), <br />exercisable by a writingby theCity Managerand theCity Attorney, unlessterminatedearlierin <br />accordance with Section 16, below. <br />4.INDEPENDENTCONTRACTOR <br />Consultantshall,duringthe entiretermof thisAgreement,beconstruedto bean <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall <br />itbeconstruedto createanemployer-employeerelationship,ajointventurerelationship,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 />securitytaxes,unemploymentinsuranceandsimilartaxesrelatingto employeesandshallbe <br />responsible for all applicable withholding taxes. <br />5.OWNERSHIP OF MATERIALS <br />This Agreementcreatesanon-exclusiveandperpetuallicenseforCitytocopy,use, <br />modify,reuse,or sublicenseanyandallcopyrights,designs,andotherintellectualproperty <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorshipfixedin anytangiblemedium of expression,including but notlimitedto, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />causedtobepreparedbyConsultantConsultant <br />shallrequireallsubcontractorsto agreein writingthat Cityis grantedanon-exclusiveand <br />perpetuallicenseforanyDocuments& DatathesubcontractorpreparesunderthisAgreement. <br />Page 2of 7 <br /> <br />