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2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services, <br />the rates and charges identified in Exhibit A. The total sum to be expended under this <br />Agreement shall not exceed Sixty Thousand One Hundred Fifty -Six Dollars, $62,890. This <br />amount is comprised of (1) the surra of $54,687 and (2) a contingency of up to $8,203 for <br />additional services as may be performed by Contractor at the sole discretion of City. <br />b. Payment shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work perfonned, subj ect to City accounting procedures. Payment need not be made <br />for work which fails to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on May 31, <br />2016, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the City Manager and the City <br />Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Contractor 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 />Contractor perforans the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all <br />applicable standards and, regulations governing such services. Contractor 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 />S. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Contractor 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, Contractor shall maintain commercial <br />general liability insurance naming the City, its officers, agents, voh nteers, and employees as <br />additional insured(s) and shall include, but not be limited to protection against claims arising <br />from bodily and personal injury, including death resulting therefrom and damage to property, <br />resulting from any act or occurrence arising out of Contractor's operations in the perforrnance of <br />this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance <br />shall be not less than the following: single limit coverage applying to bodily and personal injury, <br />including death resulting therefrom, and property damage, in the total amount of $1,000,000 per <br />