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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
<br />prevailing in the industry. Consultant's contribution to the Project, including works to be produced by
<br />Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third
<br />person or party. Consultant shall deliver to City any work product which results from the services
<br />provided. Said work product shall be submitted in hard copy and produced in a form compatible with
<br />City's information systems, as agreed between the Project Manager and Consultant.
<br />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) other such material shall be the property of the City, and may not be
<br />copyrighted without prior review from the City, and (b) 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 />4. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for all services set forth in
<br />Section 1, above, an amount of $543,347, as set forth in Exhibit C, attached hereto and incorporated by
<br />this reference. City may authorize in writing, additional services at the hourly rates set forth in Exhibit C,
<br />Fee Schedule. The total amount to be expended pursuant to this Agreement, including a contingency for
<br />additional authorized services, shall not exceed $575,000, 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 />5. TERM
<br />This Agreement shall commence on the date first written above and terminate on December 31,
<br />2013, 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.
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