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medical services provided by Contractor under this Agreement shall not exceed Forty <br /> Thousand Dollars and Zero Cents ($40,000.00). <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, 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. 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 April 1, 2025 and terminate on March 31, 2028, unless <br /> 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 /> Page 2 of 9 <br />