VCA ANIMAL HOSPITALS, INC. dba VCA YORBA REGIONAL ANIMAL HOSPITAL

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b. The parties to this Agreement recognize this Agreement will supersede Agreement A- 2017.097, Any services performed during the term of Agreement A-2017-097, which require compensation, will be paid under the terms of this Agreement. c. Payment by Cityshall be made within forty-five (45) days following receipt of proper invoice evidencing work performed,; subject to City accounting procedures. Payment need not be 'made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. This Agreement shall commence on the date first written above for a two-year term until March 31, 2022, unless terminated earlier in accordance with Section 15, below. 4. INDEPENI)ENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over die professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shalt be responsible for all applicable withholding taxes. 5. OWINERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy,reuse, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied, in plans, specifications, studies, drawings, estimates, and other documents or`worki'of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require allsubcontractors to agree in writing that City is granted anon-exclusive°and "1 perpetual license for any Documents & Data the subcontractor prepares under this Agreements Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard Documents & Data which were provided to Cofsultant by the City. City shall not be (rtmtect in k any way in its use of the Documents and Data at anytime, provided that any such use nofwtthm ;= the purposes intended by this Agreement shall be at City's sole risk. °. 1 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shtall mamtaui y and shall require its subcontractors, if any, to obtain and maintain insurance as described below 4�