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publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City <br />purpose: <br />(1) the copyright in any work developed through this Agreement; and <br />(2) 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, <br />the rates and charges identified in Exhibits A, B, and C. The total sum to be expended under <br />this Agreement shall not exceed $700,000.00 during the term of this Agreement. <br />b. Out of pocket expenses, including mileage, copies and phone, will be billed separately on <br />the first of each month, for the preceding month. Expenses that individually exceed $500, or <br />aggregate $1,000 in any one month, will require prior written approval of City. Expenses <br />will be deducted from the ten percent (10%) contingency for this program. Total <br />expenditures for additional authorized work and out of pocket expenditures shall not exceed <br />$70,000 during the term of this Agreement. <br />c. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed and deliverables completed, subject to City accounting <br />procedures. Payment need not be made for work which fails to meet the standards of <br />performance set 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 upon completion <br />of all services pursuant to this Agreement, unless terminated earlier in accordance with Section <br />13, below. <br />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 <br />construed to create and employer-employee relationship, a joint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services shall <br />be provided in a manner consistent with all applicable standards and regulations governing such <br />services. Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />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 />25A-4