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In regard to all material produced as a deliverable under this Agreement, including but not limited <br />to records, papers, drawings, specifications, programs, systems and other materials prepared by <br />Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and <br />volunteer workers, that (a) such material shall be the property of the City, and may not be copyrighted <br />without prior review by 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 their official duties, <br />as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout <br />the world for governmental purposes 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, the fees <br />set forth in Consultant's Proposal and identified in Exhibit B, attached hereto and incorporated by <br />reference. Said payment shall be based on milestones and deliverables as set forth in said Exhibit B. An <br />additional ten percent (10 %) contingency shall be available for unanticipated work required to complete <br />the services required by this Agreement. The total sum to be expended under this Agreement shall not <br />exceed $58,010.00, during 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. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />c. No additional work of any kind shall be considered an extra unless a separate estimate is given <br />for said work and the estimate is approved by the City in writing before the work is commenced. The <br />consultant will be required to provide detailed information of such extra work. Documentation of <br />agreement compliance may be required on some occasions. Work performed prior to obtaining written <br />approval of the City shall not be included within the Scope of Work and may not be paid. <br />5. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, 2013, <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 <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 />7. 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 />2 <br />25E -4 <br />