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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 one (1) year term <br /> with the option for the City to grant up to one 1-year renewal, 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 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 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 /> caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br /> shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br /> perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br /> Consultant represents and warrants that Consultant has the legal right to license any and all <br /> Documents & Data. Consultant makes no such representation and warranty in regard to <br /> Documents & Data which were provided to Consultant by the City. City shall not be limited in <br /> any way in its use of the Documents and Data at any time, provided that any such use not within <br /> the purposes intended by this Agreement shall be at City's sole risk. <br /> Page 2 of 8 <br /> #426946v1 <br />