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....., 'wi and images) shall remain the property of City and that it shall not be release or transferred without City's project manager approval. City acknowledges that the database structure contains Consultant trade secrets and intellectual property rights and therefore shall remain the property of Consultant. The database structure may not be copied, modified or reproduced in whole or in part, for any purpose whatsoever. The database structure may not be reversed engineered, de- compiled, dissembled, or otherwise reverse engineered in whole or in part. 3. COMPENSATION a. The total sum to be expended under this Agreement, shall not exceed $45,000.00 during the term ofthis Agreement. Contractor agrees to provide City with a $10,500.00 credit towards the total due under the contract for the surrender of 21 software licenses. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed. Payment need not be made for work that fails to meet the standards of performance specified in the Acceptance Test Criteria, attached hereto as Exhibit A, which may reasonably be expected by City, subject to City accounting procedures. 4. TERM This Agreement shall commence on July 1, 2000 and terminate on June 30, 2001, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional marmer in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a marmer consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects 2 n