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i k EXHIBIT 2 b. Payment by City shall be made within forty-five(45)days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant ' agree that all payments due and owning under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH'vendor Payment Authorization and provide required documentation, Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. j 3. TERM 1 This Agreement shall commence on the date first written above and terminate on June 30, 2028, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. � 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an a independent contractor and not an employee of the City. This Agreement .is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the ? services to be provided by Consultant shall be provided in a manner consistent with all i applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any mid all copyrights, designs, and other intellectual property embodied in,plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exciusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents &Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at anytime,provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 1 I