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Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes <br />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 rates and <br />charges identified in Exhibit A. The total sum to be expended under this Agreement shall be set in the <br />writing authorizing Consultant to perform a specific project pursuant to 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 need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected <br />by City. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on October 21, 2017, <br />unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be <br />extended upon a writing executed by the City Manager, Executive Director of Planning and Building and the <br />City Attorney. <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 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 the <br />subject matter of this 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. Consultant shall pay <br />all salaries and 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 maintain and shall <br />require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability <br />insurance naming the City, its officers, employees, agents, volunteers and representatives as additional <br />insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal <br />injury, including death resulting therefrom and damage to property, resulting from any act or occurrence <br />arising out of Consultant's operations in the performance of this Agreement, including, without limitation, <br />acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage <br />applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total <br />amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured <br />2 <br />