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Upon request of the City, Consultant shall provide City with an electronic copy in a form compatible with City's computer system, of any such materials. In regard to any copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, and computer programs, Consultant agrees and shall ensure that all of Consultant's affected officers, employees, agents, contractors, and volunteer workers also understand and agree that (a) such material may not be copyrighted without prior review by the City; (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. However, such documents are not intended nor represented to be suitable for reuse by City or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by Consultant and Consultant's subcontractors, as appropriate, for the specific purpose intended will be at City's sole risk and without liability or legal exposure to Consultant, or to Consultant's subcontractors, and City shall indemnify and hold harmless Consultant and Consultant's subcontractors from all claims, damages, losses and expenses including attorneys fees arising out of or resulting therefrom. Any such verification or adaptation will entitle Consultant to further compensation at rates to be agreed upon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2005, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 2