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copyrighted or not, award to the City, and to its officers, agents and employees acting <br />within the scope of their official duties, as a condition of payment to the Consultant, a <br />royalty-free, nonexclusive, irrevocable license throughout the world to disclose, publish, <br />translate, reproduce, and use 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 A, to a total of $127,000.00. An <br />additional $70,000 has been made available for additional services as requested by the <br />City, as set forth in Section 1, above. The total sum to be expended under this Agreement <br />shall not exceed $197,000.00 during the term of this Agreement. <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 />4. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />June 30, 2010, unless terminated earlier in accordance with Section 13, below. The term <br />of this Agreement may be extended upon a writing executed by the Executive Director of <br />Public Works and the City Attorney. <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 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 />6. INSURANCE <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 />a. Due to the nature of services provided, Commercial General Liability <br />Insurance is not required. <br />25J-4 <br />