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In regard to all material produced as a deliverable under this Agreement, including but
<br />not limited to records, papers, drawings, specifications, programs, systems and other materials
<br />prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents,
<br />contractors, and volunteer workers, that (a) other such material shall be the property of the City,
<br />and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees
<br />acting within the scope of their official duties, as a condition of payment to the Consultant, a
<br />royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to
<br />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, a
<br />fixed amount of $19,000 for the preparation of the FY 12/13 Cost Allocation Plan and Indirect
<br />Cost Rate calculation.
<br />b. Payment by City shall be made within thirty (30) days following receipt of proper
<br />invoice evidencing work performed, subject to City accounting procedures. Payment need not be
<br />made for work which fails to meet the standards of performance set forth in the Recitals which
<br />may reasonable be expected by City.
<br />5. TERM
<br />This Agreement shall commence on the date first written above and terminate on City
<br />acceptance of the final Cost Allocation Plan, unless terminated earlier in accordance with Section
<br />14, below. The term of this Agreement may be extended by a writing executed by the Executive
<br />Director of Public Works and the City Attorney.
<br />6. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor
<br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or
<br />to allow the City to exercise discretion or control over the professional manner in which
<br />Consultant performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. Consultant shall pay all salaries and wages,
<br />employer's social security taxes, unemployment insurance and similar taxes relating to employees
<br />and shall be responsible for all applicable withholding taxes.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall
<br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described
<br />below:
<br />a. Due to the nature of service provided, Commercial General Liability coverage is not
<br />required.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single
<br />limit of not less than $1,000,000 combined single limit. Such insurance shall include coverage
<br />for owned, hired and non-owned automobiles.
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