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25-085 shall not exceed the shared aggregate amount of Four Hundred and Fifty <br /> Thousand Dollars ($450,000) during the term of the Agreement, including any <br /> extension periods. <br /> 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 /> Contractor agree that all payments due and owing under this Agreement shall be made <br /> through Automated Clearing House(ACH)transfers. Contractor 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 Contractor'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 three (3) year term <br /> with the option for the City to grant up to two (2), one (t) year renewals, 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 /> Contractor 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 Contractor <br /> performs the services which are the subject matter of this Agreement; however, the services to be <br /> provided by Contractor shall be provided in a manner consistent with all applicable standards and <br /> regulations governing such services. Contractor 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 Contractor under this Agreement ("Documents & Data"). Contractor <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 /> Contractor represents and warrants that Contractor has the legal right to license any and all <br /> Documents & Data. Contractor makes no such representation and warranty in regard to <br /> Documents & Data which were provided to Contractor by the City. City shall not be limited in <br /> Page 2 of 8 <br /> ##2073734v2 <br />