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<br />4. Payment Schedule. CITY shall pay the full amount within thirty (30) days of <br />receiving and approving a billing statement. <br /> <br />5. Reliance Upon Professional Skill. It is mutually agreed by the parties that <br />CITY is relying upon the professional skill of JOINT VENTURE, and JOINT VENTURE <br />represents to CITY that its work shall conform to generally recognized professional <br />standards in the industry. Acceptance of JOINT VENTURE's work by CITY does not <br />operate as a release of JOINT VENTURE's said representation. <br /> <br />6. Use of Subcontractors: <br /> <br />a. It is mutually agreed by the parties that JOINT VENTURE may engage <br />one or more subcontractors and/ or consultants to perform all or part of the services <br />described herein. CITY expressly acknowledges and approves of JOINT VENTURE's <br />use of the consulting services of ICLEI - Local Governments for Sustainability USA, Inc. <br /> <br />b. CITY is an intended beneficiary of any work performed by the <br />subcontractor for purposes of establishing a duty of care between the subcontractor and <br />CITY. <br /> <br />7. Independent Contractor. It is agreed that JOINT VENTURE is an <br />independent contractor, and all persons working for or under the direction of JOINT <br />VENTURE are JOINT VENTURE's agents, servants and employees, and said persons <br />shall not be deemed agents, servants or employees of CITY. <br /> <br />8. Ownership of Data and Documents. JOINT VENTURE agrees that all <br />records, specifications, data, maps, designs, graphics, writings, recordings and other <br />tangible materials regardless of form or format, including, without limitation, <br />electronically transmitted documents and ACAD files, and other collateral materials <br />collected, compiled, drafted, prepared, produced and/ or generated in the performance <br />of this Agreement shall be the property of CITY. JOINT VENTURE shall regularly <br />provide such documents to CITY upon CITY's request. In the event that this Agreement <br />is terminated prior to completion of the scope of work, JOINT VENTURE shall provide <br />all such data and documents to CITY forthwith. <br /> <br />9. Hold Harmless. JOINT VENTURE shall defend, indemnify and hold CITY, <br />its officers, employees and agents harmless from any liability for damage or claims of <br />same, including but not limited to personal injury, property damage and death, which <br />may arise from JOINT VENTURE or JOINT VENTURE's contractors, subcontractors, <br />agents or employees' operations under this Agreement. CITY shall cooperate reason- <br />ably in the defense of any action, and JOINT VENTURE shall employ competent <br />counsel, reasonably acceptable to the City Attorney. <br /> <br />-2- <br />