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b.Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and Consultant <br />agree that all payments due and owning under this Agreement shall be made through Automated <br />Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor <br />Payment Authorization and provide required documentation. Upon verification of the data <br />provided, the City will be authorized to deposit payments directly into Consultant's account(s) <br />with financial institutions. Payment need not be made for work which fails to meet the standards <br />of performance set forth in the Recitals and Scope of Work, which may reasonably be expected <br />by City. <br />3.TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2028, unless terminated earlier in accordance with Section 15, below. The Term of this <br />Agreement may be extended by a writing executed by the City Manager and the City Attorney. <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 <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, une mployment insurance and similar taxes relating <br />to employees and shall be 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, de signs, 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, in cluding but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared <br />or caused to be prepared by Consultant under this Agreement ("Documents & Data"). <br />Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive <br />and perpetual license for any Documents & Data the subcontractor prepares under this <br />Agreement. Consultant represents and warrants that Consultant has the legal right to license any <br />and all 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 <br />any way in its use of the 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 />Page 2 of 9 <br />EXHIBIT 2