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Payment by City shall be made within thirty (30) 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 and terminate on December <br />16, 2025, with the option for the City to grant up to a one (1) year renewal, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />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 />Upon full and complete payment of amounts owed for project development, City (referred <br />to in this Section 5 as "Client") will own the website graphic designs, webpage or services content, <br />module content, importable/exportable data, and archived information ("Client Content") created <br />by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any <br />elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, <br />and other materials or content which Client provides or inputs into any website, software or module <br />in connection with any services. Client Content excludes any content in the public domain; and <br />any content owned or licensed by CivicPlus, whether in connection with providing services or <br />otherwise. <br />Upon completion of the project development, Client will assume full responsibility for <br />Client Content maintenance and administration. Client, not CivicPlus, shall have sole <br />responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and <br />intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus <br />Page 2 of 10 <br />