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In regard to all material produced as a deliverable under this Agreement, including but <br />not limited to records, papers, drawings, specifications, programs, systems and other materials <br />prepared by Consultant, Consultant agrees, for itself and for its affected officers, employees, <br />agents, contractors, and volunteer workers, that (a) other such material shall be the property of <br />the City, and may not be copyrighted without prior review from the City, and (b) the authors of <br />all such material, whether copyrighted or not, award to the City, and to its officers, agents and <br />employees acting within the scope of their official duties, as a condition of payment to the <br />Consultant, aroyalty-free, nonexclusive, irrevocable license throughout the world for <br />governmental purposes to disclose, publish, translate, reproduce, and use such materials. <br />3. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, <br />the rates and charges identified in the Fee Proposal, attached hereto as Exhibit B. The total sum <br />to be expended under this Agreement shall not exceed $1,495,695.00 during the term of this <br />Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City shall retain <br />twenty percent (20%) of the contract price from each payment until the completed Project has <br />been accepted by City. Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals which may reasonably be expected by City. <br />4. 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 13, below. <br />5. 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 />6. 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 />25D-20 <br />