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2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br />the rates and charges identified in Exhibit A. The total annual amount authorized <br />under this Agreement shall not exceed two hundred thousand dollars and zero cents <br />($200,000) during the term of this Agreement. <br />b. Payment by City shall be made within forty-five of days (45) days following receipt <br />of proper invoice evidencing work performed, subject to City accounting <br />procedures. Payment need not be made for work that fails to meet the standards of <br />performance set forth in the Recitals, which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date written above and terminate on June 30, 2025, <br />unless terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONSULTANT <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant 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. INSURANCE <br />Coverage shall be at least as broad as: <br />I. Commercial General Liability (CGL); Insurance Services Office <br />Form CG 00 01 covering CGL on an "occurrence" basis, including <br />products and completed operations, property damage, bodily injury <br />and personal & advertising injury with limits no less than <br />$2,000,000 per occurrence. If a general aggregate limit applies, either <br />the general aggregate limit shall apply separately to this <br />project/location (ISO CG 25 03 or 25 04) or the generalaggregate <br />limit shall be twice the required occurrence limit. <br />2. Automobile Liability: Insurance Services Office Form Number CA <br />0001 covering, Code (any auto), or if Consultant has no owned <br />autos, Code 8 (hired) and 9 (non -owned), withlimit no less than <br />