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3. TERM <br />The Agreement shall shall commence on the date first written above and terminate on June <br />30, 2022, unless terminated earlier in accordance with Section 15, below. The term of this <br />Agreement may be extended upon a writing executed by the City Manager and the 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 an employee of the City. This Agreement is not intended <br />nor shall it be construed to create an employer -employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible <br />f'or all applicable 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, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or <br />works of authorship fixed in any tangible medium of expression, including but not limited <br />to, physical drawings or data magnetically or otherwise recorded on computer diskettes, <br />which are prepared or caused to be prepared by Consultant under this Agreement <br />("Documents & Data"). Consultant shall require all subcontractors to agree in writing that <br />City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that <br />Consultant has the legal right to license any and all Documents & Data. Consultant makes <br />no such representation and warranty in regard to Documents & Data which were provided <br />to Consultant by the City. City shall not be limited in any way in its use of the Documents <br />and Data at any time, provided that any such use not within the purposes intended by this <br />Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described <br />below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial <br />general liability insurance naming the City, its officers, employees, agents, <br />