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charge for excess images, as set forth in Consultant's Equipment Lease Agreement, <br />attached hereto as Exhibit B -3, and incorporated by this reference. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing the copy charges incurred during the prior quarter, subject to City accounting procedures. <br />Said invoice shall include meter readings provided for each machine, and a total image count for each <br />quarter. Payment need not be made for work which fails to meet the standards of performance set forth in <br />the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on November 1, 2012 and terminate on October 31, 2015, unless <br />terminated earlier in accordance with Section 12, below. However, City's compensation obligations will <br />commence when all equipment has been delivered and accepted. <br />4. 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 />5. 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 naming the City, its officers, employees, agents, volunteers and representatives as <br />additional insured(s) and 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. Consultant shall supply City with a <br />fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon <br />execution of this Agreement and shall be approved in form by the City Attorney. <br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of <br />not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and <br />non -owned automobiles. <br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the <br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for <br />worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work <br />under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with <br />limits not less than $1,000,000 per accident. <br />2 <br />