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3.TERM <br />This Agreement shall commence on the datefirst written above, with services tobegin on <br />April6, 2021,and continue until April 5, 2025,withtheoption for theCity tograntup totwo (2) <br />one (1) yearextensions, exercisable bythe City Manager andthe City Attorney, unless terminated <br />earlier in accordance with Section 15, below. <br />4.INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term ofthis Agreement, be construed to bean <br />independent Consultant and notan employee ofthe City. This Agreement isnot intended nor shall <br />itbeconstrued tocreate an employer-employee relationship, ajointventure relationship, orto <br />allow the City toexercise discretion orcontrol over the professional manner inwhich Consultant <br />performs theservices which are the subject matter of this Agreement; however, the services tobe <br />provided by Consultant shall beprovided inamanner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay allsalaries and wages, employer'ssocial <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for allapplicable withholding taxes. <br />5.OWNERSHIP OF MATERIALS <br />This Agreement creates anon-exclusive and perpetual license forCity tocopy, use, <br />modify, reuse, orsublicense any andall copyrights, designs, andother intellectual property <br />embodied inplans, specifications, studies, drawings, estimates, and otherdocuments orworks of <br />authorship fixed inany tangible medium ofexpression, including but notlimited to, physical <br />drawings ordata magnetically orotherwise recorded oncomputer diskettes, which areprepared or <br />caused to beprepared by Consultantunder thisConsultant <br />shall require allsubcontractors toagree inwriting that City isgranted anon-exclusive and <br />perpetual license for anyDocuments & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty inregard to <br />Documents & Data which were provided toConsultant by theCity. City shall not be limited in <br />any way initsuseof the Documents and Data atany time, provided that any such usenot within <br />6.INSURANCE <br />Prior toundertaking performance ofwork under this Agreement, Consultantshall maintain <br />and shall require its subcontractors, ifany, to obtain and maintain insurance asdescribed below: <br />a.Commercial General Liability Insurance. Consultant shall maintain commercial <br />general liability insurance naming the City, itsofficers, employees, agents, <br />volunteers and representatives asadditional insured(s) and shall include, butnot be <br />limited to protection against claims arising from bodily and personal injury, <br />including death resulting therefrom and damage toproperty, resulting from any act <br />oroccurrence arising out ofContractor <br />Agreement, including, without limitation, acts involving vehicles. Theamounts of <br />Page2of9 <br />111387v3