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contractors, and volunteer workers, that (a) other such material may not be <br />copyrighted without prior review from the City, and (b) the authors of all such <br />material, whether copyrighted or not, award to the City, and to its officers, agents and <br />employees acting within the scope of their official duties, as a condition of payment <br />to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the <br />world for governmental purposes to disclose, publish, translate, reproduce, and use <br />such materials. <br />3. COMPENSATION <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 B. The total sum to be <br />expended under this Agreement shall not exceed Ninety-one Thousand, Fifty <br />Dollars ($91,050.00) during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice including a detailed breakdown of the services and tasks performed, hours <br />and hourly rates related to performance of those services and tasks, subject to City <br />accounting procedures. City shall pay up to ninety percent (90%) of the invoice. <br />City shall retain ten percent (10%) of each payment subject to final completion <br />and approval of all work and delivery of final as -built plans. <br />c. Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals which may reasonably be expected by City. <br />In the event that the City disputes a portion of Consultant's invoice, any sums not <br />in dispute shall be remitted to Consultant. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />acceptance by City and delivery of the as -built drawings, unless terminated earlier in <br />accordance with Section 13, below. <br />5. INDEPENDENT CONTRACTOR <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 <br />intended nor shall it be construed to create an employer-employee relationship, a joint <br />venture relationship, or to allow the City to exercise discretion or control over the <br />professional manner in which Consultant performs the services which are the subject <br />matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations <br />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 <br />shall be responsible for all applicable withholding taxes. <br />