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3. TERM
<br />The term of this Agreement shall commence on April 6, 2016 and terminate on March
<br />31, 2019, unless terminated earlier in accordance with Section 15, below. The term of this
<br />Agreement may be extended for an additional two 1-year periods upon a writing executed by the
<br />City Manager and the City Attorney,
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire tern 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, ajoint 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 standards and regulations governing such services. Consultant shall pay all salaries
<br />and wages, employer's social security taxes, unemployment insurance mid similar taxes relating
<br />to its employees and shall be responsible for all applicable withholding taxes.
<br />5. DELIVERY OF WORK PRODUCT— OWNERSHIP
<br />Consultant warrants and represents that it has the absolute right to enter into and perform
<br />this Agreement and will perform its obligations hereunder in accordance with standards and
<br />practices prevailing in the industry. Consultant's contribution to the Project, including works to
<br />be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or
<br />personal rights of any third person or party. Consultant shall deliver to City any work product
<br />which results from the services provided. Said work product shall be submitted in hard copy and
<br />produced in a form compatible with City's information systems, as agreed between the Project
<br />Manager and Consultant.
<br />In regard to all material produced as a deliverable under this Agreement, including but
<br />not limited to records, papers, drawings, specifications, programs, systems and other materials
<br />prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents,
<br />contractors, and volunteer workers, that (a) other such material shall be the property of the City,
<br />and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees
<br />acting within the scope of their official duties, as a condition of payment to the Consultant, a
<br />royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes
<br />to disclose, publish, translate, reproduce, slid use such materials.
<br />6. 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
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