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Vendor payment Authorization and provide required documentation. Upon verification of the <br />data provided, the City will be authorized to deposit payments directly into Consultant's <br />account(s) with financial institutions. payment need not be made for work which fails to <br />meet the standards of peri`armance set forth in the Recitals which may reasonably be expected <br />by city. <br />3. TERM <br />This Agreement shall commence on March 5, 2025 through Marsh 4, 2026, unless terminated <br />earlier its accordance with Soction 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an indopendent <br />Consultant Bud not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion, or control over the professional manor in which Consultant parforms, the services which are <br />the subject matter of this Agreement; however, the services to be. provided, by Consultant shall be provided <br />in a mannor consistent with all applicable standards and regulations governing such see vines. Consultant <br />shall pay all salaries and wages, employer's social security taxes, unemployment insuranoo and similar <br />taxes. rolating to employees and shall be. responsible for all applicable, withholding taxes. <br />S. OWNERSHIP OF MATERIAL'S <br />This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, ditwings, estimates, and. other documenta or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical -drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this Agreement ("Doemnents & Data'l. Consultant shall require .all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & data the <br />subcontractor prepares under this Agreement. Consultant reprosents and warrants that Consultant has the <br />legal right to license any and all Documents & Do& Consultant makes no such ' reprosentation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the. purposes intended by this Agreement shall be at City's solo risk. <br />G. INSURANCE <br />Consultant shall procure and maintain for the duration of the contract insuranbe against claims for <br />injwius'to persons or dwmsgos to property which may arise from or in oomoction with the performance <br />of tho work hereunder and the results of that work by the Consultant, his agents, representatives, <br />employees or subcontractors. <br />Page2 <br />