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whether copyrighted or not, award to the City, and to its officers, agents and employees acting <br />within the scope of their official duties, as a condition of payment to the Consultant, a royalty- <br />free, nonexclusive, irrevocable license throughout the world for governmental purposes to <br />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, <br />the rates and charges identified in Exhibit A, as more specifically set forth in each Project <br />Proposal submitted by Consultant. The total sum to be expended under this Agreement shall not <br />exceed $200,000.00 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2006, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the Executive Director and the City <br />Attorney. <br />5. INDEPENDENT CONTRACTOR <br />Consultant 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 />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant 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 />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 commercial <br />general liability insurance naming the City, its officers, employees, agents, volunteers and <br />representatives as additional insured(s) and shall include, but not be limited to protection against <br />claims arising from bodily and personal injury, including death resulting therefrom and damage