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medical services provided by Contractor under this Agreement shall not exceed Twenty -Four <br />Thousand, Eight Hundred Ninety -Four Dollars and Fifty Cents ($24,894.50). <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. City and Contractor agree <br />that all payments due and owing under this Agreement shall be made through Automated <br />Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH <br />Vendor Payment Authorization and provide required documentation. Upon verification of the <br />data provided, the City will be authorized to deposit payments directly into Contractor's <br />account(s) with financial institutions. <br />c. This Agreement contemplates payment for services rendered and invoiced beginning <br />December 22, 2023. <br />d. 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 />2024, 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 subj ect 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 />Page 2 of 9 <br />