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3. TERM <br />This Agreement shall commence on the date first written above for a one (1) year term, <br />with the option for the City to grant up to one (1), one (1) year extension, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />15, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be <br />an 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, <br />or 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 <br />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />any way in its use of the Documents and Data at any time, provided that any such use not within <br />the purposes intended by this Agreement shall be at City's sole risk. <br />Notwithstanding the previous paragraph, computer software (including without limitation <br />financial models, compilations of formulas, and spreadsheet models, source code, and DTA <br />Dashboards, computer models, etc.) inventions, designs, programs, improvements, processes and <br />methods (collectively, the "Proprietary Models") used or developed by the Consultant in <br />perforrning its work are proprietary and shall remain property owned solely by, or licensed by a <br />third party to the Consultant. Consultant shall likewise retain all common law, statutory and other <br />reserved rights, including the copyright thereto. None of the systems used by Consultant as part of <br />Consultant's services for this engagement (i.e., DTA Dashboards, computer models, etc.) are <br />software as a service system. Consequently, Consultant will neither provide a license for nor <br />deliver a model in which software would be licensed on a subscription basis. <br />Page 2 of 8 <br />