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b. Payment by City shall be made within forty-five (45) days following receipt of a proper <br />invoice evidencing work performed, including but not limited to entertainment <br />consulting services, securing and contracting artists, artist deposits, securing and <br />contracting vendors, vendor deposits and other production costs necessary for the <br />scheduled event, subject to City accounting procedures. Consultant shall be entitled to <br />invoice the City in advance for services related to scheduled events, including but not <br />limited to artist deposits, vendor payments, and production costs. To facilitate seamless <br />event execution and ensure all necessary commitments are met, Consultant may submit <br />invoices as early as necessary to align with required payment timelines. If event <br />planning begins within forty-five (45) days of the event date, payment shall be due <br />upon receipt of the invoice to avoid delays in securing artists and vendors. The City <br />shall process all other invoices in accordance with its standard accounting procedures, <br />ensuring payments are made no later than forty-five (45) days prior to the event. All <br />payments under this Agreement shall be made through Automated Clearing House <br />(ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor <br />Payment Authorization and provide required documentation. Upon verification of the <br />data provided, the City will be authorized to deposit payments directly into <br />Consultant's designated account(s). Payment need not be made for work that does not <br />meet the standards of performance set forth in the Recitals and reasonably expected by <br />the City. <br />3. TERM <br />This Agreement shall commence on April 15, 2025 and terminate on April 14, 2028, <br />with the option for the City to grant up to two (2), one (1) year extensions, exercisable by <br />a writing by the City Manager and the City Attorney, unless terminated earlier in accordance <br />with Section 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 />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 />Page 2 of 9 <br />