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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 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 one (1) two (2)-year 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 />5. 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 other intellectual property 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 />INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant 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 />