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standards and practices prevailing in the industry. Consultant's contribution to the <br />Project, including works to be produced by assigned Consultant personnel hereunder, will <br />not infringe or misappropriate the proprietary or personal rights of any third person or <br />party. Consultant assigned personnel shall deliver to City any work product which <br />results from the services provided. Said work product shall be submitted in hard copy <br />and produced in a form compatible with City's information systems, as agreed between <br />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, a royalty-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 service provided in the previous month, subject to City <br />accounting procedures. The invoice shall include the temporary employee's name, <br />billing rate and number of hours worked. A copy of the timesheet(s) for the billing <br />period shall be attached. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals which may reasonably be expected by <br />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 and its assigned personnel shall, during the entire term of this <br />Agreement, be construed to be independent contractors and not employees of the City. <br />This Agreement is not intended nor shall it be construed to create an employer-employee <br />relationship, a joint venture relationship, or to allow the City to exercise discretion or <br />control over the professional manner in which Consultant performs the services which are <br />25F-4