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4. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its
<br />Services, the charges identified in Exhibit C. The total sum to be expended under this Agreement shall
<br />not exceed Four Hundred Seventy-Eight Thousand Dollars ($478,000.00) during the term of this
<br />Agreement.
<br />b. Payment by City shall be made within thirty (30) days, subject to City accounting procedures,
<br />following receipt of proper invoice evidencing work performed, with copies of field tickets signed by the
<br />City's representative attached. Payment need not be made for work which fails to meet the standards of
<br />performance set forth in the Recitals which may reasonably be expected by City.
<br />5. TERM
<br />This Agreement shall commence on the date first written above and terminate upon expenditure
<br />of all allocated funds, unless terminated sooner pursuant to Section 14, below.
<br />6. 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 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 under this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general
<br />liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s)
<br />and shall include, but not be limited to protection against claims arising from bodily and personal injury,
<br />including death resulting therefrom and damage to property, resulting from any act or occurrence arising
<br />out of Consultant's operations in the performance of this Agreement, including, without limitation, acts
<br />involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage
<br />applying to bodily and personal injury, including death resulting therefrom, and property damage, in the
<br />total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers,
<br />employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to
<br />insurance or self-insurance programs maintained by the City; and (c) contain standard separation of
<br />insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of
<br />not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
<br />non-owned automobiles.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the
<br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
<br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work
<br />under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
<br />limits not less than $1,000,000 per accident.
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