IRVINE, UNIVERSTIY OF CALIFORNIA (UCI)

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3. TERM This Agreement shall be deemed to have commenced on July 1, 2018 and will terminate on June 30, 2021, with the option for the City to grant up to a one (1) two (2) year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR UCI 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 UCI performs the services which are the subject matter of this Agreement; however, the services to be provided by UCI shall be provided in a manner consistent with all applicable standards and regulations governing such services. UCI 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. INSURANCE Prior to undertaking performance of work under this Agreement, each party shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. City at its respective sole cost and expense, shall insure or self -insure its activities in connection with this Agreement and obtain, keep in force and maintain insurance as follows: i. Errors and Omissions: (1) Each Occurrence $1,000,000 (2) General Aggregate $2,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate $2,000,000 (Bodily Injury, Property Damage) However, if such insurance is written on a "claims made" form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. ii. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: (1) Each Occurrence $1,000,000 (2) Products, Completed Operations Aggregate $3,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate* $3,000,000 *(not applicable to comprehensive form) However, if such insurance is written on a "claims made" form, following termination of the Agreement, coverage shall survive for a period of not less than