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<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 /> that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected
<br /> by City.
<br /> 3. TERM
<br /> This Agreement shall commence on January 1, 2011 and terminate on December 31, 2011, unless
<br /> terminated earlier pursuant to Section 12, below. The term of this Agreement may be extended upon a
<br /> writing executed by the Executive Director of the Finance Agency and the City Attorney.
<br /> 4. INDEPENDENT CONTRACTOR
<br /> Consultant shall, during the entire term 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 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 insurance
<br /> and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br /> 5. INSURANCE
<br /> Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
<br /> shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br /> Due to the nature of services provided, no insurance will be required.
<br /> 6. INDEMINIFICATION
<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: (1) for personal injury,
<br /> including death, and claims for property damage, arising from the direct or indirect operations of the
<br /> Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br /> which relates to the services described in Section 1 of this Agreement; and (2) from any claim that
<br /> personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br /> effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br /> for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br /> suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify,
<br /> hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br /> be selected by the City, regarding any action by a third party asserting that personal injury, damages, just
<br /> compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br /> the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect
<br /> to its representation in any legal proceeding.
<br /> 7. CONFIDENTIALITY
<br /> If Consultant received from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
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