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City's standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Consultant's account(s) with financial institutions. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />3.TERM <br />This Agreement shall commence on the date first written above for a one (1) year term, <br />unless terminated earlier in accordance with Section 15, below. <br />4.INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of tbis Agre ement, be constmed to be an <br />independent Consultant 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 witb 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 sh all be <br />responsible for all applicable withholding taxes. <br />5.OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive 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 any way in its use of tbe 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 />6.INSURANCE <br />Prior to undertaking performance of work w1der this Agreement, Consultant shall maintain <br />and shall require any subcontractors to obtain and maintain insurance as described below for the <br />entire Term of this Agreement against claims for injuries to persons or damage to property which <br />may arise from or in connection with services, products and materials supplied to City. Total cost <br />of such insurance shall be borne by Consultant. <br />Page 2 oflO <br />#427369vl <br />EXHIBIT 1