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i <br /> b. Payment by City shall be made within forty-five(45)days following receipt of a proper <br /> invoice evidencing work performed, including but not limited to entertainment <br /> consulting services, securing and contracting artists, artist deposits, securing and <br /> contracting vendors, vendor deposits and other production costs necessary for the <br /> scheduled event, subject to City accounting procedures. Consultant shall be entitled to <br /> invoice the City in advance for services related to scheduled events, including but not <br /> limited to artist deposits,vendor payments,and production costs,To facilitate seamless <br /> event execution and ensure all necessary commitments are met,Consultant may submit <br /> invoices as early as necessary to align with required payment timelines. If event <br /> planning begins within forty-five (45) days of the event date, payment shall be due <br /> upon receipt of the invoice to avoid delays in securing artists and vendors. The City <br /> shall process all other invoices in accordance with its standard accounting procedures, <br /> ensuring payments are made no later than forty-five (45) days prior to the event. All <br /> payments under this Agreement shall be made through Automated Clearing House <br /> (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor <br /> Payment Authorization and provide required documentation. Upon verification of the <br /> data provided, the City will be authorized to deposit payments directly into <br /> Consultant's designated account(s). Payment need not be made for work that does not <br /> meet the standards of performance set forth in the Recitals and reasonably expected by <br /> the City. <br /> 3. TERM <br /> This Agreement shall commence on April 15, 2025 and terminate on April 14, 2028, <br /> with the option for the City to grant up to two (2), one (1) year extensions, exercisable by <br /> a writing by the City Manager and the City Attorney, unless terminated earlier in accordance <br /> with Section 15, below. <br /> 4. INDEPENDENT CONTRACTOR <br /> Consultant shall, during the entire term of this Agreement, be construed to be an <br /> independent contractor 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 with 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 shall be <br /> responsible for all applicable withholding taxes. <br /> 5. OWNERSHIP OF MATERIALS <br /> This Agreement creates a nonexclusive 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 /> Page 2 of 9 <br />