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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 need not be made for work
<br />that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected
<br />by City.
<br />3. TERM
<br />This Agreement shall commence on August 1, 2015 and terminate on June 30, 2016, unless
<br />terminated earlier pursuant to Section 12, below. The terns of this Agreement may be extended upon a
<br />writing executed by the City Manager and the City Attorney.
<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, ajoint 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
<br />and 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 />Due to the nature of services provided, no insurance will be required.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims: (1) for personal injury,
<br />including death, and claims for property damage, arising from the direct or indirect operations of the
<br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in Section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br />be selected by the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect
<br />to its representation in any legal proceeding.
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