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c. An initial disbursement of $25,000 will be provided to Partner at the beginning of the <br />Program year. Partner may request the second disbursement of $25,000 when its fund <br />balance is $7,500 or below and the first activity report discussed in the Scope of Work <br />has been completed and approved. A sample Request for Second Disbursement is <br />attached herewith as Exhibit D and incorporated herein by reference. <br />3. TERM <br />This Agreement shall commence on October 1, 2019, and expire on June 30, 2020, unless <br />terminated earlier in accordance with Section 15, below. The Term of this Agreement may be <br />extended pursuant to a writing executed by the City Manager and City Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Partner shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer -employee relationship, a joint venture relationship, or to allow the <br />City to exercise discretion or control over the professional manner in which Partner performs the <br />services that are the subject matter of this Agreement; however, the services to be provided by <br />Partner shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Partner shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />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 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 or <br />caused to be prepared by Partner under this Agreement ("Documents & Data"). Partner shall <br />require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual <br />license for any Documents & Data the subcontractor prepares under this Agreement. Partner <br />represents and warrants that Partner has the legal right to license any and all Documents & Data. <br />Partner makes no such representation and warranty in regard to Documents & Data which were <br />provided to Partner 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, Partner shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Partner shall maintain commercial <br />general liability insurance naming the City, its officers, employees, agents, <br />Page 2 of 8 <br />