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the work received from the Contractor for each invoice period. Payment by City shall be made <br />within thirty (30) days following receipt of proper invoice evidencing work performed, subject to <br />City accounting procedures. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals which may reasonably be expected by City. <br />c. It is understood that the City makes no commitment to fund this Agreement beyond <br />the terms set forth herein and is conditioned upon funds being allocated for this program. <br />3. TERM <br />This Agreement shall commence on July 1, 2008 and terminate on June 30, 2009 subject <br />to the termination provisions herein. <br />4. INDEPENDENT CONTRACTOR <br />Contractor 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 nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all <br />.applicable standards and regulations governing such services. Contractor shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />5. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Contractor shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain Worker's <br />Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, <br />Contractor, if Contractor has any employees, is required to be insured against liability for <br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of <br />the work under this Agreement, Contractor agrees to obtain and maintain any employer's <br />liability insurance with limits not less than $1,000,000 per accident. <br />6. INDEMNIFICATION <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Contractors, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Contractor or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. <br />25M-4 <br />