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b. 1'ayxmeut by City shall be made in one payment within thirty (3U) days after• City's acceptauce
<br />of all deliverables set forth in Exhibit A_ payment nand not be made for work which fails to rxLeet the
<br />standards ofperfonnartce set forth in the 12ecitals which may reasonably be expected by City.
<br />5. TERM
<br />This Agreement shall connnenca on the date first wx-itcen above and tetYnirtate on December 3 1,
<br />2012, ualess terminated earlier in accordance with Section 14, below_
<br />6. 1NDI✓PCNDENI' COLV`I'12ACTOIi
<br />Consultant shall, during the entix•e farm of this Agreement, be construed to be an independent
<br />contx•actor and not an employee of the City. This Af*�•eement :is not intended nor shall it ba construed to
<br />create an employer - employee xelaiYOnship, a joint venture relationship, or to allow the City to exercise
<br />discretion or contaal over the professional manner in which Consultant performs the services which are
<br />the subject matter of'titis Agrdurnent; however, the services to be provided by Consultant shall be
<br />provided in a manner consistent with all applicable sta�udards and regLilatians governinb such services.
<br />Consultant shall pay all salax•ies and wages, employer's social security taxes, unemployment insut•ance� and
<br />similar taxes relatinb to .it's employees and shall be responsible far all applicable withholding taxis pertaitLing
<br />to compensation paid by City.
<br />7. 1NS1UI2AlYCE
<br />Prior to undetYaldtig perFonnaace ofwork under this Agreement, Consultant shall .tnauitain and
<br />shall requires its subcontractors, if aziy, to obtain and maintain insurance as deseribacl below:
<br />Worker's Compenuttiou Insurance. In accordance with the provisions of Section 3300 of the
<br />Labor Coda, Consultant, if Consultant has any employees, is required to be insured against liability for
<br />worker's compensation or to undertake self- insmrance. Prior to cotrLmencing the performance ot•the work
<br />Linder this AgreetnenC, Consultant abx•ves to obtain and maintain any employer's liability ina- urance with
<br />limits not loss than $1,OOO,U00 par accident.
<br />S. INDEIVCN IFICATION
<br />Consultant agrees to and shall indemnify and !Cold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for lxyrsonal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising; out of claims for personal injury,
<br />including death, and cla; ■„� for property daanage, which ma'y arise ti•om the negligence, recklessness or
<br />willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this Agreement. The
<br />Consultant fiu•t1Ler abrees to indeurnify, hold .harmless, and pay all costs :tor the defense of the City,
<br />including fees anal costs for special cotutsel to be selected by the City, regarding any action by a third
<br />party asserting personal injury, damages, just compensation, restitution, judicial or equitable raliefdue to
<br />:personal or property riF;hts arising ti•om this Agreement. City may snake all reasonable decisions with
<br />respect to its representation in any legal proceeding_
<br />9. CONFIDEIVTIALI'I'Y
<br />if Consultant receives 'from tlxa City information which due to the nature of such informmation is
<br />reasonably understood to be confidential and/or proprietary, C_onsaltaxtt agrees that it shall not use or
<br />disclose such information except in the perfonmance of this Agreement, and further agrees to exercise the
<br />. %L
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