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b.Payment by City shall be made within forty-five (45) days following receipt of properinvoice evidencing work performed, subject to City accounting procedures. City andConsultant agree that all payments due and owing under this Agreement shall be madethrough Automated Clearing House (ACH) transfers, Consultant agrees to execute theCity's standard ACH Vendor Payment Authorization and provide requireddocumentation. Upon verification of the data provided, the City w111 be authorized todeposit payments directly into Cot1sultant's acoount(s) with f'lilancial institutions.Payment need not be made for work which fails to meet the $1:andards of performanceset forth in the Recitals which may reasonably be expected by City. <br />3.TERM <br />This Agreement shall. conunenoe on the date first wrl�en above for a three (;}) year termwith the option for the City to grant up to a two 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. <br />4.INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be anindependent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter .of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and .regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />5, OWNERSIDP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetna! license for City to copy, use, modify, reuse, or sublicense any and all copyrights, desi�s, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or WQrkl! of authorship iixed In any tangible medium of expression, including but not limited to, physical drawings or data magnetically or ofuerwise recorded on computer diskettes, which are prepared or caused to be prepared by Consulta11t under this Agreement (''Documents & Data'�. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />Page2 of!) #392648vl <br />EXHIBIT 1 <br />  <br />  <br />City Council 24 – 5 6/4/2024