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compatible with City's computer system, as agreed between the City's Project Manager and
<br />Consultant,
<br />In regard to material produced as a deliverable under the Agreement, including, but not
<br />limited to, books, reports, plans, photographs, drawings, videotapes, and computer programs,
<br />Consultant agrees, for itself and its affected officers, employees, agents, contractors, and
<br />volunteer workers, that the authors of all such material, whether copyrighted or not, award to the
<br />City, and to its officers, agents and employees acting within the scope of their official duties, as a
<br />condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license
<br />throughout the world to disclose, publish, translate, reproduce, and use such materials.
<br />3. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the
<br />rates and charges identified in Exhibit A attached hereto and incorporated herein by this
<br />reference. The total sum to be expended under this Agreement shall not exceed $421,000.00
<br />annually during the Term of this Agreement.
<br />b. Payment by City shall be made within thirty (30) days following receipt of proper
<br />invoice evidencing work performed, subject to City accounting procedures. Payment need not
<br />be made for work which fails to meet the standards of performance set forth in the Recitals
<br />which may reasonably be expected by City.
<br />4. TERM
<br />This Agreement shall commence on the date first written above and terminate
<br />approximately three (3) years from said commencement date on March 31, 2018, or upon the
<br />depletion of the maximum contract amount as stated in Section 3 above, unless terminated earlier
<br />in accordance with provisions below. The term of this Agreement may be extended for one two -
<br />year renewal option upon a writing executed by the City Manager and the City Attorney for the
<br />City.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor
<br />shall it be construed to create an employer - employee relationship, a joint venture relationship, or
<br />to allow the City to exercise discretion or control over the professional manner in which
<br />Consultant performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Consultant shall be provided in a manner consistent with all
<br />applicable standards and regulations governing such services. Consultant shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall be responsible for all applicable withholding taxes.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall
<br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
<br />described below:
<br />a. Cormnercial General Liability Insurance. Consultant shall maintain commercial
<br />general liability insurance which shall include, but not be limited to protection against claims
<br />arising from bodily and personal injury, including death resulting therefrom and damage to
<br />25E -4
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