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This total amount shall include the 52,600 to }say for services related to hear #1 in <br />Exhibit A. <br />b. Payment by City shah be trade within 45 days (forty-five) days following teceipt of <br />proper invoice evidencing work performed, subject to City accounting procedures, <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 and continue for a one (I ) <br />year term through January 22, 2024, with the option for the City to grant up to two (2) one year <br />renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated <br />earlier in accordance with Section 15, below, <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire terns of this Agreement, be construed to be an <br />independens contractor and not an employee of the City. This Agreement isnot 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 tastes. <br />51 OWNERSHIP OF MATERIALS <br />This Agreement des a aeon -exclusive and perpetual license for City to copy, use, <br />modify, reuse; of sublicense any and all copyrights; designs, and other intellectual property <br />embodied in plaits, specifications, studies; drawings, estimates, and other documents or works of <br />authorship fixed in any tangible rnedlum of expression, including, but not limited to, physical <br />drawings or data magnetics]ly or otherwise recorded on computer dikettes, whish are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Date). 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 tete subcontractor prepares trailer this Agreement. <br />Consultant represents: and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />any way in its use of the Documents and Data at any time; provided that any such use not within <br />the purposes intended by this Agreement shall be at City's-so]e risk. <br />G. INSURANCE <br />Prior to undertaking perfarmanee of work under this Agreement, Consultant shall maintain <br />Page 2 of <br />t. <br />