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medical services provided by Contractor under this Agreement shall not not exceed Twenty - <br />Five Thousand Dollars and Zero Cents ($25,000.00). <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. <br />c. Payment need not be made for work that fails to meet the standards of performance set forth <br />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 terminate on December 31, <br />2023, unless terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an independent <br />Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Contractor performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided <br />in a manner consistent with all applicable standards and regulations governing such services. Contractor <br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating 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, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor <br />under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the <br />legal right to license any and all Documents & Data. Contractor makes no such representation and <br />warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Contractor shall procure and maintain for the duration of the contract insurance against claims for <br />injuries to persons or damages to property that may arise from or in connection with the performance of <br />the work hereunder and the results of that work by the Contractor, his agents, representatives, employees <br />or subcontractors. <br />Page 2 of 9 <br />