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4. INDEPENDENT CONTRACTOR
<br />CONSUL A N I shall, during the entire term of this, Agreement, beconstrued to be an independent
<br />conu-auor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to
<br />create an employer -employee relationship, a joint venture relationship, or to allow the CITY to exurcisc
<br />discretion of control over the professional manner in which CONSULTANT performs the services which
<br />are the subject matter of this Agreement; however, the services to be provided by CONSUL I AN I' shall
<br />be provided in it manner consistem with all applicable slandarzis and regulations governing such services -
<br />CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemploymait
<br />iristrranec and similar taxes relating to employees and shall be responsible lot all applicable withholding
<br />taxes.
<br />5. (OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for CITY to copy, use. modify,
<br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
<br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br />tangible nnedmin or expression, including but not limited to, physical drawings or data nnagnelically or
<br />otherwise recorded on computer diskettes, which arc prepared or caused w be prepared by
<br />CONSULTANT under this Agreement ("Docurncnts & Data'). CONSULTANT shall require all
<br />subcontractors to agree in writing that CITY is granted a non-exclusive and perpetual license for any
<br />Documents &c Data the subcontractor prepares under this Agreement. CONSULTANT represents and
<br />warrants that CONSULTANT has the legal right to licennsc any and all DOCnrnCrntS & Data -
<br />CONSULTANT rnakes no such representation and warranty in regard to DOCtrmenls & Data which were
<br />provided to CONSULTANT by the CITY. CITY shall not be limited in any way in its use of the
<br />Documents 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 below:
<br />a. Commercial General Liability Insurance. CONSULTANT shall maintain commercial
<br />general liability insurance naming the CITY, its officers, employees, agents, volunteers
<br />and representatives as additional insured(s) and shall include, but not be limited to
<br />protection against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, rcsultiug front ally act or oceurrcucc arising out Of
<br />CONSUIXANT's operations in the performance of this Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following_ single limit coverage applying to bodily and personal injury, including death
<br />resulting thcrefi-otn, and property damage, in the total amount of S1,000,000 per
<br />occurrence, with S2,000,000 in the aggregate. Such insurance shall (a) natne the CITY, its
<br />officers, employees, agents, and representatives as additional insured(s); (h) he, primary
<br />and not connibutory with respect to insurance or self-insurance programs maintained by
<br />the CITY, and (c) contain standard separation of insured's provimon.s-
<br />City Council 24 — 4 4/20/2021
<br />Page 2 ol'R
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