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b. Payment by City shall be made within forty-five(45)days following receipt of proper invoice evidencing work performed,subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shalt be made through Automated Clearing Rouse(ACH)transfers, Consultant agrees to execute the City's standard Act Vendor Payment Authorization and provide required documentation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Consultant's account(p) with tManolat institutions. Payment used not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall.commetwe on the date first written above for a three(3)veay term with the option for the City to grant up to a two 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Seedon 15, below. 4. ItNDEPDNbENT CONTRACTOR Consultant shall, during the entire ten of this Agreement, be construed to be an Independent Consultant and not an employee ofthe City, This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however,the services to be provided by Consultant shall be provided hi a manner consistent with all applicable standards and regulations governing such services,Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes Mating to employees and shall be responsible for all applicable withholding taxes. S. oWNEREBLIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,specifications,studies, drawings,estimates,,and other documents or works of authorship fixed in any tangible medium, of expression, including but not limited to, physioal drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement("Documents&Data"). Consultant shall require all subcontractors to agree in writing that City is grated a non-exclusive and perpetual license for any Documents &Data the subcontractor prepares under this Agreement, Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents &Data which were provided to Consultant by the City. City shall not be limited in any way.in its use of the Documents and Data at any time,provided that any such use not within the purposes intended by this Agreement shall be at City's sole tisk, #392648v1 Page 2 of 9