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a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the <br />rates and charges identified in Exhibit 'B .attached hereto and incorporated herein by this reference,. <br />The total sum to be expended under this Agreement shall not exceed $XX,XXX.XX annually during <br />the Term of this Agreement:. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures, Payment heed not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which may reasonably <br />be expected by City. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate XXXX (X) years <br />from said commencement date or upon the depletion of the maximum contract amount as stated in <br />Section 3 above, unless terminated earlier in accordance with provisions below. The term of this <br />Agreement may be extended for up to XXX (X) years upon a writing executed by both parties, <br />including the City Manager and the City Attorney for the City. <br />5. 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 <br />to create an employer - employee relationship, a joint venture relationship, or to allow the City to <br />exercise discretion or control over the professional manner in which Consultant performs the services <br />which are the subject matter of this Agreement; however, the services to be provided by Consultant <br />shall 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, unemployment <br />insurance and similar taxes relating to employees and shall be responsible for all applicable withholding <br />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 />a. Commercial General Liability Insurance. Consultant shall maintain commercial general <br />liability insurance which shall include, but not be limited to protection against claims arising from <br />bodily and personal injury, including death resulting therefrom and damage to property, resulting from <br />any act or occurrence arising out of Consultant's operations in the performance of this Agreement, <br />including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than <br />the following: single limit coverage applying to bodily and personal injury, including death resulting <br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the <br />aggregate. Such insurance shall (a) name the City, its officers, employees; agents, volunteers and <br />representatives as additional insured(s); (b) be primary and not contributory with respect to insurance <br />or self- insurance programs maintained by the City; and (c) contain standard separation of insureds <br />provisions. <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 <br />and non -owned automobiles. <br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of <br />the Labor Code, Consultant, if Consultant has any employees, is required to be insured against <br />liability for worker's compensation or to undertake self- insurance. Prior to commencing the <br />performance of the work under this Agreement, Consultant agrees to obtain and maintain any <br />RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study <br />251135 <br />