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which were provided to Consultant by the City. City shall not be limited in any way in <br />its use of the Documents and Data at any tune, provided that any such use not within the <br />purposes intended by this Agreement shall be at City's sole risk. Nothing herein shall <br />grant City rights in or to the Sedaru software. <br />3. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its <br />services for City, the rates and charges identified in Exhibit A, attached hereto and <br />incorporated by reference. The total sum to be expended by City under this Agreement <br />shall not exceed $150,000.00 annually during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of <br />proper invoice evidencing work performed, subject to the City's accounting procedures. <br />Payment need not be made for work which fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by the City. <br />4. TERM <br />This Agreement shall commence on October 6, 2015 and terminate on October 8, <br />2018, unless terminated earlier in accordance with Section 14, below. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire tern of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended <br />nor shall it be construed to create an employer- employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />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 <br />insurance and similar taxes relating to employees and shall be responsible for all applicable <br />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. Commercial General Liability Insurance. Consultant shall maintain <br />commercial general liability insurance which shall include, but not be limited to <br />protection against claims arising from bodily and personal injury, including death <br />resulting therefrom and damage to property, resulting from any act or occurrence arising <br />out of Consultant's operations in the performance of this Agreement, including, without <br />Page 2 of 8 <br />25F -4 <br />