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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 one 1-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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, modify, reuse, in any way all photos and videos which are prepared or caused to be prepared by Consultant under this Agreement("Documents &Data"). The City shall not resell or redistribute the Documents & Data to entities or persons outside the City. Consultant represents and warrants that Consultant has the legal right to license any and all Documents &Data. 6. INSURANCE Consultant 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 the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: I. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 aggregate. 2. Automobile Liability (AL): Insurance Services Office Form Number CA 00 01 covering any auto (Code 1 with combined single limits of$1,000,000. Page 2of10 #395249v1