STRAIGHTLINE COMMUNICATIONS 8 - 2013

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3. WARRANTY OF RIGHTS. Contractor warrants and represents that the Work is original and has not been published or altered; that he or she is the sole Creator of the Work and has full power, free of any prior contract, lien or rights of any nature in anyone which might interfere therewith, to enter into this Agreement and to grant the rights hereby conveyed to the City; that the Work contains no matter which is libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright (whether statutory or common law); that he or she has not heretofore and will not hereafter enter into any agreement or understanding with any person, firm or corporations other than City for the rights in the Work granted hereunder. 4. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges set forth in Exhibit A. Additional authorized media relations services will be charged at $165 per hour (using 15 minute increments) for professional services, and $75 per hour for administrative services. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice, subject to City accounting procedures. City will be invoiced for the Water Quality Report upon delivery of the final Report ready for printing. City will be invoiced for media relations services on a monthly basis. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on August 31, 2014, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident.