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3. TERM This Agreement shall commence on the date first written above fora I year term with the option for the City to grant a one 1-year renewal term, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below; 4. INDEPENDENT CONTRACTOR Contractor 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 all employer -employee relationship, a- joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter ofthis Agreement; howevetth6'services tobe provided by Contractor shall be provided in a manner consistent with 91 applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible f6r all applicable withholding taxes. 5. OVVAFRSMP Or MATERIALS This Agreement creates 6, non-exclusive and perpetual license for City to copy, use, modify, reuse, or gubliowse—any and all copyrights, designs'. and other intellectual property embodied in plans, specifications, studios, drawings, estimates, and other documents of Works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or .data magnetically or otherwise recorded on computer digkeiteg,Wbich are prepared or caused to be prepared by Contractor under this Agreement ('Doeumdnts & Data"). Contractor shall require all subcontractors to agree it writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and an Documents & Data. Contractor makes no such representation and warranty m regard to Documents & Data which were -provided to Contractor by the City. City shall not be limited in any way in its use of the Doeirments and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at GWs sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional misured.(s) and shall include, but not be limited to protection against claims. arising from bodily and personal injury, including death resulting therefrom and, damage to property, resulting from any act or'occurrence arising out of Contractor's operations in the performance of this . Agreement, including, without. limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to Page 2 of 8 #3634M