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3. TERM <br />This Agreement shall commence on the date first written above and terminate on December <br />6, 2024, unless terminated earlier in accordance with Section 16, below. The term of this <br />Agreement may be extended for two I -year periods upon a writing executed by the City Manager <br />and City 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 ofthe City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, ajoint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. 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 withholding taxes. <br />& 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 magnetkally or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). For the sake <br />of clarity, it is understood by both Parties that Documents and Data does not include any of <br />Consultant's proprietary computer programing. Consultant shall require all subcontractors to <br />agree in writing that City is granted a non-exclusive and perpetual license for any Documents & <br />Data the subcontractors prepares under this Agreement. Consultant represents and warrants that <br />Consultant has the legal right to license any and all Documents & Data. Consultant makes no such <br />representation and warranty in regard to Documents & Data which were provided to Consultant <br />by the City. City shall not be limited in any way in its use ofthe Documents and Data at any time, <br />provided that any such use not within the purposes intended by this Agreement shall be at City's <br />sole risk. <br />6. INSURANCE <br />Prior to undertaking performance ofwork under this Agreement, Consultant shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a Minimum Scope and Limit of Insurance <br />1. Commercial General Liability (CGL): Insurance Services Office <br />Form CG 00 01 covering CGL on an "occurrence" basis, including <br />products and completed operations, property damage, bodily injury <br />and personal & advertising injury with limits no less than <br />$1,000,000 per occurrence. ! fa general aggregate limit applies, either <br />Page 2 o f9 <br />