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material, whether copyrighted or not, award to the City, and to its officers, agents and employees <br />acting 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 for governmental purposes <br />to disclose, publish, 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 services, <br />the rates and charges identified in Exhibit A. The total sum to be expended under this <br />Agreement shall not exceed $300,000.00 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 June 30, <br />2010, unless terminated earlier in accordance with Section 14, below. This Agreement maybe <br />renewed for up to three additional one-year periods upon the written agreement of the parties. <br />The term of this Agreement maybe extended upon a writing executed by the Executive Director <br />of Public Works and the City Attorney. <br />5. CITY OBLIGATIONS <br />City shall provide Consultant with all records in the possession of City which will be of <br />assistance to Consultant in the performance of this Agreement. <br />6. 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 />7. 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 />2 5A-4 <br />