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3. DELIVERY OF WORK PRODUCT -OWNERSHIP <br />Consultant warrants and represents that it has the absolute right to enter into and <br />perform this Agreement and will perform its obligations hereunder in accordance with <br />standards and practices prevailing in the industry. Consultant's contribution to the <br />Project, including works to be produced by Consultant hereunder, will not infringe or <br />misappropriate the proprietary or personal rights of any third person or party. Consultant <br />shall deliver to City any work product which results from the services provided. Said <br />work product shall be submitted in hard copy and produced in a form compatible with <br />City's information systems, as agreed between the Project Manager and Consultant. <br />In regard to all material produced as a deliverable under this Agreement, <br />including but not limited to records, papers, drawings, specifications, programs, systems <br />and other materials prepared by Consultant, Consultant agrees, for itself and its affected <br />officers, employees, agents, contractors, and volunteer workers, that (a) other such <br />material shall be the property of the City, and may not be copyrighted without prior <br />review from the City, and (b) the authors of all such material, whether copyrighted or not, <br />award to the City, and to its officers, agents and employees acting within the scope of <br />their official duties, as a condition of payment to the Consultant, aroyalty-free, <br />nonexclusive, irrevocable license throughout the world for governmental purposes to <br />disclose, publish, translate, reproduce, and use such materials. <br />4. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its <br />services, the rates and charges identified in Exhibit B. The total sum to be expended <br />under this Agreement shall not exceed $300,000.00 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. City <br />shall retain fifteen percent (15%) of the contract price for each project until the completed <br />Project has been accepted by City. Payment need not be made for work which fails to <br />meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />5. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />expenditure of allocated funds, unless terminated earlier in accordance with Section 14, <br />below. <br />6. 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 <br />nor shall it be construed to create an employer-employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />25B-33 <br />