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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 />3. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services:
<br />• A fee of $29,875.00, payable on a milestones and deliverables basis, as set forth in
<br />Exhibit A.
<br />• Necessary travel expenses incurred by Consultant not to exceed $4,400.00.
<br />The total amount that may be expended pursuant to this Agreement shall not exceed $39,275,
<br />which includes a $5,000 contingency which may be authorized on the written direction of the Executive
<br />Director of Parks, Recreation and Community Services.
<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. Each monthly invoice shall list
<br />milestones delivered and/or activities completed in the previous month, and the payment due therefore.
<br />Payment need not be made for work which fails to meet the standards of performance set forth in the
<br />Recitals 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, 2012,
<br />unless terminated earlier in accordance with Section 13, below.
<br />5. 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 />6. 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 which shall include, but not be limited to protection against claims arising from bodily
<br />and personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence arising out of Consultant's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
<br />single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
<br />property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the
<br />City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be
<br />25A-4
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