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