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Two months prior to the training, City shall pay $10,000 in advance to cover the <br />training materials, action guides (English and Spanish) and story boards (English <br />& Spanish) required to instruct the seminar. <br />City shall pay' $4,500 at the conclusion of the seminar <br />Within thirty (30) days following receipt of proper invoice evidencing allowed <br />expenses and subject to City accounting procedures, City shall pay Consultant up <br />to $1,500 for expenses, as set forth in Exhibit A. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2008, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the Deputy City Manager for <br />Development Services and the City Attorney. <br />4. 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 />5. 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 <br />of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against <br />liability for worker's compensation or to undertake self-insurance. Prior to commencing the <br />performance of the work under this Agreement, Consultant agrees to obtain and maintain any <br />employer's liability insurance with limits not less than $1,000,000 per accident. <br />6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for (1) personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />