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his/her designated representative. Except as may be otherwise stated herein, such representatives shall have
<br />the authority to act on behalf of their respective parties in carrying out the terms of this Agreement.
<br />3. DELIVERY OF WORK PRODUCT - OWNERSHIP
<br />Consultant warrants and represents that it has the absolute right to enter into and perform this
<br />Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing
<br />in the industry. Consultant's contribution to the Project, including works to be produced by Consultant
<br />hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party.
<br />Consultant shall deliver to City any work product which results from the services provided.
<br />In regard to all enhancements to the SAPD's Incident Reporting System produced as a deliverable
<br />under this Agreement, including but not limited to records, papers, drawings, specifications, programs,
<br />systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers,
<br />employees, agents, contractors, and volunteer workers, that the authors of all such material, whether
<br />copyrighted or not, 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, nonexclusive, irrevocable
<br />license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use
<br />such materials.
<br />In regard to Consultant's Incident Reporting Analysis software and any modifications to it produced
<br />as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications,
<br />programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected
<br />officers, employees, agents, contractors, and volunteer workers, that the authors of all such material, whether
<br />copyrighted or not, 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, nonexclusive; irrevocable
<br />license to use such materials and software for their own use and benefit.
<br />4. COMPENSATION
<br />City agrees to pay, and Consultant agrees to accept as total payment for its services a fee of $150,600,
<br />which will be paid in four monthly progress payments, the first of which will occur thirty (30) days after all
<br />parties have executed this Agreement and Consultant services have commenced. Notwithstanding the
<br />foregoing, City shall retain twenty percent (20%) of each progress 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 performance
<br />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 June 30, 2012,
<br />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 independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create
<br />an employer-employee 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 the subject matter
<br />of this Agreement; however, the services to be provided by Consultant shall be provided in a manner
<br />consistent with all applicable standards and regulations governing such services. Consultant shall pay all
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