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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 direetly into Consultant’s account(s)with fmaneial 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 and eontinue until <br />November 30,2026 with the option for the City to grant up to two (2)one (1)year extensions, <br />exereisable by a writing by the City Manager and the City Attorney,unless terminated earlier in <br />aeeordance 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 ereates a non-exclusive and perpetual license for City to copy,use, <br />modify,reuse,or sublicense any and all copyrights,designs,and other intellectual <br />property embodied in plans,specifications,studies,drawings,estimates,and other <br />documents or works of authorship fixed in any tangible medium of expression, <br />including but not limited to,physical drawings or data magnetically or otherwise <br />recorded on eomputer diskettes,which are prepared or eaused to be prepared by <br />Consultant under this Agreement (“Documents &Data”).Consultant shall require all <br />subcontractors to agree in writing that City is granted a non-exclusive and perpetual <br />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 <br />and all Documents &Data.Consultant makes no such representation and warranty in <br />regard to Documents &Data which were provided to Consultant by the City.City shall <br />not be limited in any way in its use of the Documents and Data at any time,provided <br />that any such use not within the purposes intended by this Agreement shall be at City’s <br />sole risk. <br />a. <br />b.City agrees and understands that Consultant is not obligated to produce,transmit,or <br />otherwise provide to the City any raw data or the individual survey responses provided <br />to Consultant for services rendered per this Agreement.All data,records,and <br />Page 2 of 9