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b. Payment by City shall be made within forty-five of days (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work that fails to meet the standards of performance set <br />forth in these Recitals, which may reasonably be expected by City. <br />3. TERM <br />This second Agreement shall commence July 1, 2020, and continue through June 30, 2021, unless <br />terminated earlier in accordance with Section 16, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this second Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer -employee relationship, a joint venture relationship, or to allow the City <br />to exercise discretion or control over the professional manner in which Consultant performs the services <br />which are the subject matter of this second 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 withholding <br />taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this second Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree <br />in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this second Agreement. Consultant represents and warrants that Consultant <br />has the legal right to license any and all Documents & Data. Consultant makes no such representation <br />and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall <br />not be limited in any way in its use of the Documents and Data at any time, provided that any such use <br />not within the purposes intended by this second Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to undertaking performance of work under this second Agreement, Consultant shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general <br />liability insurance naming the City, its officers, employees, agents, volunteers and <br />representatives as additional insured(s) and shall include, but not be limited to protection <br />against claims arising from bodily and personal injury, including death resulting therefrom <br />and damage to property, resulting from any act or occurrence arising out of Consultant's <br />operations in the performance of this second Agreement, including, without limitation, acts <br />involving vehicles. The amounts of insurance shall be not less than the <br />25rz-4 <br />