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3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to a two (2) one (1) year renewals, 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 an 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 of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all 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 for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive, non -transferable, and perpetual license for City to copy, use, or reuse any and all copyrights, designs, and other intellectual property of Contractor to the extent embodied in plans, specifications, studies, drawings, estimates, and other documents or 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 diskettes, which are produced and delivered to City by Contractor under this Agreement ("Documents & Data"). However, Documents & Data do not include any portion of the System (as defined in Exhibit B hereto). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive, non -transferable, 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 all Documents & Data. Contractor makes no representation and warranty in 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 Documents and Data at any time, provided that it may not use Documents & Data in any manner that would challenge or jeopardize Contractor's intellectual property rights embodied in such Documents & Data, and any use not within the purposes intended by this Agreement shall be at City's sole risk. In no event shall Contractor have any duty or obligation to any third party with respect to City's use of any Documents & Data. Nothing in this Section is intended to grant City any rights in or to the System. 6. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with Page 2 of 9 #259972vl