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Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney
<br />and Consultant.
<br />4. 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
<br />applicable industry standards and regulations governing such services. Neither party is, nor shall
<br />represent itself to be, an agent, partner, fiduciary, joint venturer, co-owner or representative of
<br />the other. Consultant shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees performing the services hereunder
<br />and shall be responsible for all applicable withholding taxes regarding such personnel.
<br />5. LICENSE AND OWNERSHIP
<br />a. Consultant Technology. Consultant has created, acquired or otherwise has rights in,
<br />and may, in connection with the performance of services hereunder, employ, provide, modify,
<br />create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies,
<br />procedures, processes, know-how, techniques, models, templates, the generalized features of the
<br />structure, sequence and organization of software, user interfaces and screen designs, general
<br />purpose consulting and software tools, utilities and routines, and logic, coherence and methods of
<br />operation of systems (collectively, the "Consultant Technology").
<br />b. Ownership of Deliverables. For purposes of this engagement, "Deliverables" shall
<br />mean all work product first created by Consultant for delivery to City in connection with the
<br />services provided hereunder, but shall not include any third -party software or related
<br />documentation licensed directly to City from a third party, or any modifications or enhancements
<br />thereto or derivatives thereof. Consultant hereby (i) assigns to City ownership of the
<br />Deliverables (except for any Consultant Technology contained therein), and (ii) grants to City, a
<br />non-exclusive, royalty -free, worldwide, perpetual, nontransferable license to use, for City's
<br />internal business purposes, any Consultant Technology contained in the Deliverables. The rights
<br />granted to City in this subparagraph are contingent upon City's full and final payment to
<br />Consultant hereunder.
<br />c. Ownership of Consultant Property. To the extent that Consultant uses any of its
<br />intellectual or other property in connection with the performance of its services, Consultant shall
<br />retain all right, title and interest in and to such property, and, except for the license expressly
<br />granted in this section, City shall acquire no right, title or interest in or to such property.
<br />6. 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
<br />described below:
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