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volunteer workers, that (a) other such material shall be the property of the City, and may not be
<br />copyrighted without prior review from the City, and (b) the authors of all such material, whether
<br />copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of
<br />their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable
<br />license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use
<br />such materials.
<br />4. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
<br />and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed
<br />$20,000.00 during the terin of this Agreement.
<br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice
<br />evidencing work performed, subject to City accounting procedures. Payment need not be made for work
<br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be
<br />expected by City.
<br />S. TERM
<br />This Agreement shall commence on the date first written above and terminate on December 31,
<br />2010, unless terminated earlier in accordance with Section 14, below.
<br />6. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire tern 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 construed to
<br />create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manner in which Consultant performs the services which are
<br />the subject matter of this Agreement, however, the services to be provided by Consultant shall be
<br />provided in a mamier consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />7. INSURANCE
<br />Prior to undertaking performance of work tinder this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Professional liability (errors and omissions) insurance, with a combined single limit of not
<br />less than $1,000,000 per claim.
<br />8. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including health, and claims for property damage, which may arise from the negligence, recklessness or
<br />willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this Agreement. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
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