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(1) the copyright in any work developed through this agreement; and <br />(2) any rights of copyright to which the subcontractor purchases ownership with support <br />through this grant. The federal government's, SAA's and City's rights identified above must be <br />conveyed to the publisher and the language of the publisher's release form must ensure the <br />preservation of these rights. <br />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 sum to be expended under this <br />Agreement shall not exceed $220,000.00 during the term of this Agreement. <br />b. Out of pocket expenses, including mileage, copies and phone, will be billed <br />separately on the first of each month, for the preceding month. Expenses that individually <br />exceed $500, or aggregate $1,000 in any one month, will require prior written approval of City. <br />c. 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 />completion of all training pursuant to this Agreement, unless terminated earlier in accordance <br />with Section 13, below. <br />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 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 />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant 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 />6. INSURANCE <br />25E-4 <br />