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3. COMPENSATION <br />a. City agrees to pay, and ICMA agrees to accept as total payment for its services, a flat <br />fee of $68,000.00, plus reimbursable costs including travel, lodging, transportation and meals. <br />The Consultant will submit invoices for work performed and for reimbursable costs. The first <br />two payment installments will be for $22,667.00, and one additional payment installment will be <br />for $22,666.00. All payments installments will be made out to the International City/County <br />Management Association. The first installment will be paid immediately upon contract <br />execution. The second installment will be paid within 30 days upon submission of the data <br />assessment report, and the third installment will be paid within 30 days upon submission of the <br />final project deliverable. ICMA will work with the City to reduce travel costs to the greatest <br />extent possible while meeting the expectations of the City. The total sum to be expended under <br />this Agreement shall not exceed $75,000.00 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />December 31, 2009, unless terminated earlier in accordance with Section 13, below. If services <br />are not completed by the termination date, the term maybe extended by a writing executed by <br />the City Manager and City Attorney. <br />5. INDEPENDENT CONTRACTOR <br />ICMA 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 <br />construed to create anemployer-employee relationship, a joint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which ICMA performs <br />the services which are the subject matter of this Agreement; however, the services to be provided <br />by ICMA shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. ICMA shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, ICMA shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Due to the nature of services provided, commercial general liability insurance is not <br />required. <br />