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EXHIBIT 2
<br />3. TERM
<br />This Agreement shall commence on the date first written above and terminate on Jun 30,
<br />202% unless terminated earlieein Accordance with Section 16, below. Theteenof this Agreement
<br />may be extended for up .to one (1) year upon. a writing executed. by the City Manager and City
<br />Attorney.
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant. shall, during the entire term of this Agreement, 'be construed to be an
<br />independent contractor and not at employee ofthe .City. this Agreementis not intended nor shall
<br />it be construed to create an vinployer-employee relationship, a joint int venture relationship, or to
<br />allow the City to exercise discretion or controLover the professior.tal manner in. which Consultant
<br />performs. the services which are the sub f -however, .services. .1. subject matter 0 this Agreement the s i � s, to be
<br />provided.. -by Consultant shall be provided in a manner consistent with All applicable standards and
<br />regulations goVerning suchservices, Consultant shall -pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance. and similar taxes relating. to employees And shall be
<br />responsible for all applicable
<br />withholding taxes.
<br />.5. 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, yrights, designs, and otherlutellectual property
<br />embodied plans, specifications; studies, drawings, estimates, art other currents or works of
<br />in ppecif gs.and do
<br />authorship fixed in any tangible medium, of expression; xpression, including
<br />but not limited foi physical
<br />drawings or data magnetically or otherWise-recorded.on pornputerdiskettes, which are prepared o . r
<br />caused .to be prepared by Consultant under -this Agreement ("Documents
<br />s & . Data"),I I Consultant
<br />shall, require All subconsultants to agree in writing that City is granted a non-exclusive
<br />Perpetual license for any Documents & Data the subconsuhant - thi$Agroement.
<br />Consultant represents and warrants that Consultant has the legal Tight to license, any And all
<br />Documents & Data. Consultant makes no -such representation and warranty in regard to
<br />Documents & Data which were provided to Consultant bythe City. !Pity shall not be limited. in
<br />any way in its use of the Documents and Data,at Any time, provided that .anysuch use not. within
<br />the purposes: intended by this Agreement shall be at'Cftyls s616 risk.
<br />6, INSURANCE
<br />'Prior to undertaking performance of work.under this Agreement, Consultant shall maintain
<br />And shall require its subconsultants, if any, to obtain and.inaintain,insur.duce As described below:
<br />A- Coinmercial General, LiabilityConsultant. . ultain commercial
<br />insurance. Consulat shall Mai
<br />geAeralliahility.insurance riAmiiigthq:,Qity, its officers;:employees, agents;
<br />volunteers an repre�entatives.as , additional insureds) and shall include, but not
<br />no . - I additional: ., i
<br />'be limitedtoprotection Against claims arising from bodily and personal injury,
<br />including death resulting thertfioinand, damage to -property, resulting from Any
<br />act or occurrence put arising Iof Consultant's operations in the performance of this
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