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DocuSign Envelope ID: 69E49550-23F3-4407-84A7-E75FDC837DB9
<br />The base tern of this Agreement shall commence on the date first written above and shall
<br />expire on December 31, 2025, with provision for two extension options of three years, and one
<br />year; respectively, ending December 31, 2029, unless terminated earlier in accordance with
<br />Section 9, below.
<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 nor shall
<br />it be construed to create an employer -employee relationship, a joint 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 />5. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall produce
<br />and maintain for the duration of the Agreement claims for security breaches, system failures,
<br />injuries to persons, damages to software, or damages to property (including computer equipment)
<br />which may arise from or in connection with the performance of the work hereunder by the
<br />Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to
<br />obtain and maintain insurance as described below. Consultant shall procure and maintain for the
<br />duration of the contract insurance claims arising out of their services and including, but not limited
<br />to loss, damage, theft or other misuse of data, invasion of privacy and breach of data.
<br />a. Minimum Scope and Limit of Insurance
<br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
<br />covering CGL on an "occurrence" basis, including products and completed
<br />operations, property damage, bodily injury and personal & advertising injury with
<br />limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. Limits can be
<br />obtained with a combination of primary and excesshimbrella coverages.
<br />2. Automobile Liability: Insurance Services Office Form Number CA 0001
<br />covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired)
<br />and 9 (non- owned), with limit no less than $2,000,000 per accident for bodily
<br />injury and property damage. Limits can be obtained with a combination of primary
<br />and excess/umbrella coverages.
<br />3. Workers' Compensation insurance as required by the State of California, with
<br />Statutory Limits, and Employer's Liability Insurance with limit of no less than
<br />$1,000,000 per accident for bodily injury or disease.
<br />4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
<br />claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the
<br />duties and obligations as is undertaken by Consultant in this agreement and shall
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