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<br />exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize <br />others to use, for federal government, SAA and/or City purpose: <br />(1) the copyright in any work developed through this agreement; and <br />(2) any rights of copyright to which the subcontractor purchases ownership with <br />support through this grant. The federal government's, SAA's and City's rights identified <br />above must be conveyed to the publisher and the language of the publisher's release form <br />must ensure the preservation of these rights. <br /> <br />3. COMPENSATION <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its <br />services, the rates and charges identified in Exhibit A. The total sum to be expended <br />under this Agreement shall not exceed $50,000.00 during the term of this Agreement. <br /> <br />b. Payment by City shall be made within thirty (30) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by City. <br /> <br />4 . TERM <br /> <br />This Agreement shall commence on the date first written above and terminate on <br />completion of all training pursuant to this Agreement, unless terminated earlier in <br />accordance with Section 13, below. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended <br />nor shall it be construed to create an employer-employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment <br />insurance and similar taxes relating to employees and shall be responsible for all applicable <br />withholding taxes. <br /> <br />6. INSURANCE <br /> <br />Prior to undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as <br />described below: <br />