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3. TERM This Agreement shall commence on the date first written above and terminate when the services set forth in Exhibit A have been performed. 4. 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. 5. WORK PRODUCT All computer software (including financial models, compilations of formulas and spreadsheet models), inventions, designs, programs, improvements, processes and methods (collectively, the "Proprietary Models") used or developed by Consultant in performing services is proprietary and shall remain property owned solely by, or licensed by a third party to Consultant. City acknowledges and agrees that this Agreement provides only a license to use the hard copy, or electronically transmitted reports generated and that any Proprietary Models used to generate such reports are owned by, or licensed to Consultant, and not provided to City. City acknowledges that Consultant expends its own time and effort in collecting and compiling data and information in connection with its consulting services, and further acknowledges that such data may be used by Consultant for other purposes, provided however, Consultant will not sell or distribute any City confidential information, as that term is defined in Section 8, below. 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: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2