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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. Payment <br /> geed not be made for work which fails to meet the standards of performance set forth <br /> in the Recitals and Scope of Work,which may reasonably be expected by City. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above with a termination date of <br /> October 31, 2025 with the option for the City to grant up to a tJ1 e 1 two ),gear renewal, <br /> exercisable by a writing by the City manager and the City Attorney, unless terminated earlier in <br /> accordance with Section 16, below. <br /> 4. INDEPENDENT CONTRACTOR <br /> Consultant shall,during the entire term of this Agreement, be construed to be an independent <br /> contractor and not an employee of the City. This Agreement is not intended nor shall it be construed <br /> to create an employer-employee relationship, a joint venture relationship, or to allow the City to <br /> exercise discretion or control over the professional manner in which Consultant performs the services <br /> which are the subject matter of this Agreement;however, the services to be provided by Consultant <br /> shall be provided in a manner consistent with all applicable standards and regulations governing such. <br /> services, Consultant shall pay all salaries and wages, employer's social security taxes,unemployment <br /> insurance and similar taxes relating to employees and shall be responsible for all applicable <br /> withholding taxes. <br /> S. OWNERSHIP OF MATERIALS <br /> This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, <br /> reuse, or sublicense any and all copyrights, designs, and ether intellectual propcidy embodied in <br /> plans, specifications, studies,drawings, estimates, and other documents or works of authorship fixed <br /> in any tangible medium of expression, including but not limited to, physical drawings or data <br /> magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be <br /> prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all <br /> subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any <br /> Documents & Data the subcontractor prepares under this Agreement. Consultant represents and <br /> warrants that Consultant has the legal right to license any and all Documents & Data. Consultant <br /> makes no such representation and warranty in regard to Documents & Data which were provided to <br /> Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at <br /> any time, provided that any such use not within the purposes intended by this Agreement shall be at <br /> City's sole risk. <br /> 6. INSTRANCE <br /> .Prior to undertaking performance of work under this Agreement, Consu ltant shall maintain <br /> and shall require its subcontractors,if any,to obtain and maintain insurance as described below: <br /> a. Minimum Scope and Limit of Insurance <br /> 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 <br /> 2 <br />