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3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit C. The total sum to be expended among all contractors providing these services shall not exceed $400,000.00 annually for the initial one - year term of this Agreement. b. The total sum to be expended during each of the subsequent one -year option periods among all contractors providing these services shall not exceed $4.00,000,00 annually, c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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. 4. TERNI This Agreement shall commence on June 3, 2014 and terminate on June 30, 2015, unless terminated earlier in accordance with Section 13, below, The City Manager shall have the option to extend the Term of this Agreement for up to two (2) additional one -year option periods, on the same terms and conditions set forth herein. At the end of the full Term hereof the Agreement may be extended to expend tiny remaining funds to complete ongoing projects, by a writing executed by the City Manager and the City Attorney 5. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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, 6. INSURANCE Prior to undertaking performance ofwork under this Agreement, Consultant shrill maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the ...._...... ._...___. Erforrnance of�this�. eementt-inchrdinn tivitlrout lirtritat'rotr* acts involvin vehicles:° lhr; ., -. - .,....- _- ...._, amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate, Such insnrauce shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) 25C -4