|
<br />
<br />
<br />
<br />
<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 />
<br /> 4. COMPENSATION
<br /> a. City agrees to pay, and Consultant agrees to accept as total payment for its services:
<br /> • For Routine Maintenance, $10,000 per year.
<br /> • For On-Call Services, the rates and charges identified in Exhibit A, which shall not
<br /> exceed $60,000, per fiscal year.
<br /> The total sum to be expended under this Agreement shall not exceed $70,000.00, annually,
<br /> during the initial three-year period 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 work
<br /> which fails to meet the standards of performance set forth in the Recitals which may reasonably be
<br /> expected by City.
<br />
<br /> 5. TERM
<br /> This Agreement shall commence on the date first written above and terminate on December 31,
<br /> 2015, unless terminated earlier in accordance with Section 14, below. However, if the City Council fails
<br /> to approve an annual budget with a line-item expense for said maintenance and on-call services, the
<br /> agreement shall expire on June 30 of the then current year. The maintenance and on-call services
<br /> agreement may be extended for up to two additional one-year periods, by a writing executed by the City
<br /> Manager and City Attorney.
<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 />
<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, $2,000,000 in the aggregate. Such
<br /> insurance shall provide an additional insured endorsement which shall (a) name the City, its officers,
<br /> employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not
<br /> contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain
<br /> standard separation of insureds provisions.
<br />
<br /> 2
<br /> 25B-4
<br />
|