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Agreement may be extended for two, one-year extensions upon a writing executed by the City Manager <br />and City Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an independent <br />contractor 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 Contractor performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided <br />in a manner consistent with all applicable standards and regulations governing such services. Contractor <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 />5. OWNERSHIP OF MATERIALS <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 Contractor <br />under this Agreement, not to include Contractor's work papers ("Documents & Data"). Contractor shall <br />require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for <br />any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and <br />warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes <br />no such representation and warranty in regard to Documents & Data which were provided to Contractor <br />by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided <br />that any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Contractor shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire <br />Term of this Agreement against claims for injuries to persons or damage to property which may arise from <br />or in connection with services, products and materials supplied to City. Total cost of such insurance shall <br />be borne by Contractor. <br />a. Minimum Scope and Limit of Insurance <br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 <br />covering CGL on an "occurrence" basis, including products and completed operations, <br />property damage, bodily injury and personal & advertising injury with limits no less <br />than $2,000,000 per occurrence. If a general aggregate limit applies, either the general <br />aggregate limit shall apply separately to this project (ISO CG 25 03 05 09 or 25 04 05 <br />09) or the general aggregate limit shall be twice the required occurrence limit. <br />