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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. In the event that Contractor arrives more than fifteen (15) minutes late for the scheduled pick-up time at the scheduled location, the Contractor shall pay to the City liquidated damages in the amount of $100 for each fifteen (15) minutes of unexcused delay, at the sole discretion of the Director of Parks, Recreation, and Community Services, up to a maximum of Five Hundred Dollars and 00/100 ($500). These liquidated damages, if any, shall be offset against the charge for Contractor's services invoiced for the day Contractor was late. The parties acknowledge this liquidated damage amount represents a reasonable estimate of the City's damages in the event of a delay, considering the difficulty of proving such damages and the potential disruption to the City's event(s). 3. TERM This Agreement shall commence on July 1, 2024 for a three (3) year term with the option for the City to grant up to two (2) one-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or Page 2 of 10 #19793v7