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4. FINISHED AND PRELIMINARY DATA <br />All of Consultant's finished technical data, including but not limited to illustrations, photographs, <br />tapes, software, software design documents, including without limitation source code, binary code, all <br />media, technical documentation and user documentation, photoprints and other graphic information <br />required to be furnished under this Agreement, shall be City's property upon payment and shall be <br />furnished with unlimited rights and, as such, shall be free from proprietary restriction except as elsewhere <br />authorized in this Agreement. Consultant further agrees that it shall have no interest or claim to such <br />finished, City-owned, technical data; furthermore, said data is subject to the provisions of the Freedom of <br />Information Act, 5 USC 552. <br />5. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates <br />and charges set forth in Consultant's Fee Proposal, attached hereto as Exhibit C, and incorporated by this <br />reference. The total sum to be expended pursuant to this Agreement shall not exceed $491,736.24 during <br />the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. The invoice shall include a detailed <br />breakdown of the services, the tasks, the hours, and hourly rates. It should be noted that no more than 90 <br />percent of the total payment amount will be made prior to the final completion and approval of all work <br />and delivery of final deliverables. <br />6. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, 2012, <br />unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be <br />extended by a writing executed by the Executive Director of Public Works and the City Attorney. <br />INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and <br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />8. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Consultant and its subcontractors shall <br />maintain commercial general liability insurance which shall include, but not be limited to protection <br />against claims arising from bodily and personal injury, including death resulting therefrom and damage to <br />property, resulting from any act or occurrence arising out of Consultant's operations in the performance <br />of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall <br />25D-7