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b. Payment by City shall be made within forty-five (45) days following receipt of
<br /> proper invoice evidencing work performed,subject to City accounting procedures.
<br /> City and Consultant agree that all payments due and owing under this Agreement
<br /> shall be made through Automated Clearing House (ACH) transfers. Consultant
<br /> agrees to execute the City's standard ACH Vendor Payment Authorization and
<br /> provide required documentation. Upon verification of the data provided, the City
<br /> will be authorized to deposit payments directly into Consultant's account(s) with
<br /> financial institutions.Payment need not be made for work which fails to meet the
<br /> standards of performance set forth in the Recitals which may reasonably be
<br /> expected by City.
<br /> 3. TERM
<br /> This Agreement shall commence on the August 1, 2026 and terminate on July 31, 2028,
<br /> unless terminated earlier in accordance with Section 13,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 he
<br /> responsible for all applicable withholding taxes,
<br /> 5. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit B.
<br /> 6. INDEMNIFICATION
<br /> Consultant agrees to defend,and shall indemnify and hold harmless the City, its officers,
<br /> agents,employees,contractors,special counsel,and.representatives from liability: (1)for personal
<br /> injury,damages,just compensation,restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement;and(2)
<br /> from,any claim that personal injury, damages,just compensation, restitution,judicial or equitable
<br /> relief is due by reason of the,terms of or effects arising fi om this Agreement.'Phis indemnity and
<br /> hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial
<br /> or equitable relief suffered,or alleged to have been suffered,by reason of the events referred to in
<br /> this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br /> further agrees to indemnify,hold harmless, and pay all costs for the defense of the City,including
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