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personal rights of any third person or party. Consultant shall deliver to City any work product
<br />which results from the services provided. Said work product shall be submitted in hard copy and
<br />produced in a form compatible with City's information systems, as agreed between the Project
<br />Manager and Consultant.
<br />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 its affected officers, employees, agents,
<br />contractors, and volunteer workers, that (a) other such material shall be the property of the City,
<br />and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees
<br />acting within the scope of their official duties, as a condition of payment to the Consultant, a
<br />royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes
<br />to 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 services, a
<br />total sum not to exceed $98,900.00, payable on a milestones and deliverables basis, as set forth
<br />in Fee Schedule, attached hereto as Exhibit B, and incorporated by reference.
<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. Each monthly
<br />invoice shall list milestones delivered and/or activities completed in the previous month, and the
<br />payment due therefore. 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 />5. TERM
<br />This Agreement shall commence on the date first written above and terminate on
<br />December 31, 2011, unless terminated earlier in accordance with Section 14, 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 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.
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