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5. Compensation. For the services to be rendered <br />hereunder, City shall pay Consultant on a time-and-expense basis, <br />the total amount shall not exceed Twenty-Five Thousand Dollars <br />($25,000). <br /> 6. Changes. City may request, from time to time, <br />changes in the scope of services to be provided by Consultant. <br />Any change shall be mutually agreed upon between City and <br />Consultant. <br /> <br /> 7. Consultant's Status. In the performance of the <br />obligations set forth in this Agreement, Consultant shall have <br />the status of an independent contractor and Consultant shall not <br />be considered to be an employee of the City for any purpose. All <br />persons working for or under the direction of Consultant are its <br />agents, servants, and employees and are not agents, servants, or <br />employees of the City. <br /> <br /> 8. Termination of Convenience of City. The City may <br />terminate this Agreement any time by mailing a notice in writing <br />to Consultant that the Agreement is terminated. Said Agreement <br />shall then be deemed terminated, and no further work shall be <br />performed by Consultant. If the Agreement is so terminated, the <br />Consultant shall be paid for the work actually completed, based <br />on a pro rata portion of the maximum compensation described in <br />Section 5 herein at the time the notice of termination is <br />received. <br /> <br /> 9. Non-Assignability. The Consultant shall not <br />assign, sublet, or transfer this Agreement or any interest or <br />obligation therein without the prior written consent of the City, <br />and then only upon such terms and conditions as City may set <br />forth in writing. <br /> <br /> 10. Indemnify and Hold Harmless. Consultant shall <br />defend, indemnify, and hold harmless, the City and its officers <br />and employees from and against all claims, losses, damage, <br />injury, and liability for damages arising from errors, omissions, <br />negligent or wrongful acts of the Consultant in the performance <br />of its services under this Agreement. This indemnification shall <br />extend for a reasonable period of time after completion of the <br />program as well as during the period of actual performance of <br />services under this Agreement. Acceptance of the insurance <br />certificates required under this Agreement does not relieve the <br />Consultant from liability under this indemnity and hold harmless <br />clause. <br /> <br /> - 2 - <br /> <br /> <br />