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<br />Page 2 of 9 <br />#259972v1 <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to a two (2) one (1) year renewals, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Contractor 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 Contractor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Contractor shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Contractor 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 /> <br />5. OWNERSHIP OF MATERIALS <br /> <br />This Agreement creates a non-exclusive, non-transferable, and perpetual license for City <br />to copy, use, or reuse any and all copyrights, designs, and other intellectual property of <br />Contractor to the extent embodied in plans, specifications, studies, drawings, estimates, and <br />other documents or works of authorship fixed in any tangible medium of expression, including <br />but not limited to, physical drawings or data magnetically or otherwise recorded on computer <br />diskettes, which are produced and delivered to City by Contractor under this Agreement <br />(“Documents & Data”). However, Documents & Data do not include any portion of the System <br />(as defined in Exhibit B hereto). Contractor shall require all subcontractors to agree in writing <br />that City is granted a non-exclusive, non-transferable, and perpetual license for any Documents <br />& Data the subcontractor prepares under this Agreement. Contractor represents and warrants <br />that Contractor has the legal right to license any and all Documents & Data. Contractor makes <br />no representation and warranty in regard to Documents & Data which were provided to <br />Contractor by the City. City shall not be limited in any way in its use of the Documents and <br />Data at any time, provided that it may not use Documents & Data in any manner that would <br />challenge or jeopardize Contractor’s intellectual property rights embodied in such Documents <br />& Data, and any use not within the purposes intended by this Agreement shall be at City’s sole <br />risk. In no event shall Contractor have any duty or obligation to any third party with respect to <br />City’s use of any Documents & Data. Nothing in this Section is intended to grant City any rights <br />in or to the System. <br /> <br />6. INSURANCE <br /> <br />Contractor shall procure and maintain for the duration of the contract insurance against <br />claims for injuries to persons or damages to property which may arise from or in connection with