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this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City <br />reserve a royalty-tree, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and <br />to authorize others to use, for federal government, SAA and/or City purpose: <br />(1) the copyright in any work developed through this agreement; and <br />(?) any rights of copyright to which the subcontractor purchases ownership with support through <br />this grant. The Federal government's, SAA's and City's rights identified above must be <br />conveyed to the publisher and the language of the publisher's release form must ensure the <br />preservation of these rights. <br />3. 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 />$150,000.00 during the term of this Agreement. <br />b. Out of pocket expenses, including mileage, copies and phone, will be billed <br />separately on the first of each month, for the preceding month. Expenses that individually exceed $500, <br />or aggregate $1,000 in any one month, will require prior written approval of City. <br />c. Payment by City shall be made within thirty (30) days following receipt of <br />proper invoice evidencing work performed as set forth in Exhibit A, subject to City accounting <br />procedures. Payment need not be made for work which fails to meet the standards of performance set <br />for in the 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 satisfactory <br />completion of all services pursuant to this Agreement, unless terminated earlier in accordance with <br />Section 13, below. <br />5. 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 and 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 in a manner consistent with <br />all applicable standards and regulations governing such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described <br />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 <br />25A-4 -T&l'