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<br />(1) the copyright in any work developed through this agreement and <br /> <br />(2) any rights of copyright to which the subcontractor purchases ownership with <br />support through this grant. The Federal government's, SAA s and City's <br />rights identified above must be conveyed to the publisher an the language of <br />the publisher's release form must ensure the preservation of hese rights. <br /> <br />3. COMPENSA nON <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total p yment for its <br />services, the rates and charges identified in Exhibit A. The t tal sum to be <br />expended under this Agreement shall not exceed $135,000.0 during the term <br />of this Agreement. <br /> <br />b. Out of pocket expenses, including mileage, copies and phon , will be billed <br />separately on the first of each month, for the preceding mont . Expenses that <br />individually exceed $500, or aggregate $1,000 in anyone m nth, will require <br />prior written approval of City. <br /> <br />c. Payment by City shall be made within thirty (30) days folio ing receipt of <br />proper invoice evidencing work performed, subject to City a counting <br />procedures. Payment need not be made for work which fails to meet the <br />standards of performance set for in the Recitals which may r asonably be <br />expected by City. <br /> <br />4. TERM <br /> <br />This Agreement shall commence on the date first written above nd terminate on <br />completion of all training pursuant to this Agreement, unless te inated earlier in <br />accordance with Section 13, below. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be co strued to be an <br />independent contractor and not an employee of the City. This A reement is not <br />intended nor shall it be construed to create and employer-emplo ee relationship, a <br />joint venture relationship, or to allow the City to exercise discret on or control <br />over the professional manner in which Consultant performs the s rvices which are <br />the subject matter of this Agreement; however, the services to b provided in a <br />manner consistent with all applicable standards and regulations overning such <br />services. Consultant shall pay all salaries and wages, employer' social security <br />taxes, unemployment insurance and similar taxes relating to em loyees and shall <br />be responsible for all applicable withholding taxes. <br />