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Page 2 of 7 <br />3.TERM <br />This Agreement shall commence on May 17, 2026 and continue for a one (1) year term <br />until May 16, 2027 with the option for the City to grant up to two (2) one (1) year extension(s), <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 16, 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 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 under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit A. <br />The total amount to be expended during the term of this Agreement, as approved <br />by Council amongst the fifteen (15) selected vendors, shall not exceed Four Million <br />Nine Hundred Thousand Dollars and Zero Cents ($4,900,000). <br />b.Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />City and Consultant agree that all payments due and owing under this Agreement <br />shall be made through Automated Clearing House (ACH) transfers. Consultant <br />agrees to execute the City’s standard ACH Vendor Payment Authorization and <br />provide required documentation. Upon verification of the data provided, the City <br />will be authorized to deposit payments directly into Consultant’s account(s) with <br />financial institutions. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals which may reasonably be <br />expected by City.