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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 />need not be made for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on February 21, 2023 for a three (3) year term ending on <br />February 20, 2026 with the option for the City to grant up to two (2), one-year extensions of the <br />Agreement, exercisable by a writing by the City Manager and the City Attorney, unless terminated <br />earlier in accordance with Section l5, 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 be <br />responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a nonexclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship Fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). 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 the subcontractor prepares under 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 sole risk. <br />G. INSURANCE <br />Consultant shall procure and maintain for the duration of the contract insurance against <br />claims for injuries to persons or damages to property which may arise from or in connection with <br />theperfoatnance of the work hereunder and the results of that work by the Consultant, his agents, <br />representatives, employees or subcontractors. <br />Page 2 of 10 <br />#253285v2 <br />