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3. TERM <br /> <br />This Agreement shall commence on July 1, 2023 and continue for a two (2) year term until June <br />30, 2025, with the option for the City to grant up to three (3), one (1) year renewals upon a writing executed <br />by the City Manager and City Attorney and approved by the Council, unless terminated earlier in <br />accordance with Section 15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />Consultant 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 exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided <br />in a manner consistent with all applicable standards and regulations governing such services. Consultant <br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating to employees and shall be responsible for all applicable withholding taxes. <br /> <br />5. OWNERSHIP OF MATERIALS <br /> <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, <br />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 medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the <br />legal right to license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City’s sole risk. <br /> <br /> <br />6. INSURANCE <br /> <br />Consultant shall procure and maintain for the duration of the contract insurance against claims for <br />injuries to persons or damages to property which may arise from or in connection with the performance <br />of the work hereunder and the results of that work by the Consultant, his agents, representatives, <br />employees or subcontractors. <br /> <br /> <br /> <br />DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8