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copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope <br />of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, <br />irrevocable license throughout the world for governmental purposes to disclose, publish, translate, <br />reproduce, and use such materials. <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 Consultant's Fee Schedule. The total sum to be expended under this <br />Agreement shall not exceed $ during the term 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 <br />work which fails to meet the standards of performance set forth in the Recitals which may reasonably <br />be expected by City. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on , <br />unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be <br />extended upon a writing executed by the Executive Director of Public Works and the City Attorney. <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 <br />bodily and personal injury, including death resulting therefrom and damage to property, resulting from <br />any act or occurrence arising out of Consultant's operations in the performance of this Agreement, <br />including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than <br />the following: single limit coverage applying to bodily and personal injury, including death resulting <br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance <br />shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional <br />insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; <br />and (c) contain standard separation of insureds provisions. <br />Page 19 of 27 <br />19E-21