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Page 2 of 13 <br />#2068906v1 <br />b. Consultant agrees that City may withdraw any uncollected accounts without any charge <br />or penalty regardless if collection efforts were made. <br /> <br />c. Payment, less commission, shall be remitted to City by the 20th day of the month <br />following collection with supporting documentation evidencing work performed, <br />subject to City accounting procedures. City and Consultant agree that all payments due <br />and owing 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 Consultant will be authorized to deposit payments directly into <br />City’s account(s) with financial institutions. City agrees that any outstanding service <br />invoices will also be remitted payment directly into Consultant’s account(s) with <br />financial institutions through ACH transfers. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by City. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to two 1-year renewals, exercisable by a writing by the <br />City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, <br />below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant 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 /> <br />5. OWNERSHIP OF MATERIALS <br /> <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 />  <br />  <br />City Council 12 – 5 8/5/2025