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3. TERM <br />This Agreement shall commence on January 1, 2025, and continue through December 31, <br />2025, with the option for the City to grant up to a one (1) one-year renewal, exercisable by a writing <br />by the City Manager and the City Attorney unless terminated earlier in accordance with Section <br />15 below. <br />4. INDEPENDENT CONTRACTOR <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 />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in <br />plans, specifications, studies, drawings, estimates, and other documents or works of authorship <br />fixed in any tangible medium of expression, including but not limited to, physical drawings or data <br />magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be <br />prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all <br />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 <br />and warrants that Contractor has the legal right to license any and all Documents & Data. <br />Contractor makes no such representation and warranty in regard to Documents & Data which were <br />provided to Contractor by the City. City shall not be limited in any way in its use of the Documents <br />and Data at any time, provided that any such use not within the purposes intended by this <br />Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Contractor shall procure and maintain for the duration of the contract insurance against <br />claims for security breaches, system failures, injuries to persons, damages to software, and <br />damages to property (including computer equipment), theft, or other misuse of City's data, <br />infringement of intellectual property, invasion of privacy and breach of data, which may arise from <br />or in connection with the performance of the work hereunder by Contractor, its agents, <br />representatives, or employees. <br />MINIMUM SCOPE AND LIMIT OF INSURANCE <br />Coverage shall be at least as broad as: <br />3 <br />