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3. TERM <br /> This Agreement shall commence on the date first written above for a three (3) year term, <br /> with two, one year options for extension exercisable by the City with the approval of NCSI unless <br /> terminated earlier in accordance with Section 15, below. <br /> 4. INDEPENDENT CONTRACTOR <br /> NCSI shall, during the entire term of this Agreement, be construed to be an independent <br /> NCSI and not an employee of the City. This Agreement is not intended nor shall it be construed <br /> to create an employer-employee relationship, a joint venture relationship, or to allow the City to <br /> exercise discretion or control over the professional manner in which NCSI performs the services <br /> which are the subject matter of this Agreement; however, the services to be provided by NCSI <br /> shall be provided in a manner consistent with all applicable standards and regulations governing <br /> such services. NCSI shall pay all salaries and wages, employer's social security taxes, <br /> unemployment insurance and similar taxes relating to employees and shall be responsible for all <br /> applicable withholding taxes. <br /> 5. OWNERSHIP OF MATERIALS <br /> This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br /> modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br /> embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br /> authorship fixed in any tangible medium of expression, including but not limited to, physical <br /> drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or <br /> caused to be prepared by NCSI under this Agreement ("Documents & Data"). NCSI makes no <br /> such representation and warranty about Documents &Data,which were provided to NCSI by the <br /> City. City shall not be limited in any way in its use of the Documents and Data at any time, <br /> provided that any such use not within the purposes intended by this Agreement shall be at City's <br /> sole risk, <br /> G. INSURANCE <br /> a. NCSI shall maintain limits of insurance coverage in the following minimum amounts <br /> and shall be at least as broad as: <br /> 1) Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 <br /> covering CGL on an "occurrence" basis, including products and completed <br /> operations,property damage, bodily injury and personal& advertising injury with <br /> limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. <br /> 2) Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering <br /> Code 1 (any auto), with combined single limits of$1,000,000. In the event NCSI <br /> Page 2 of 11 <br /> #2040577vl <br />