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3. TERM
<br /> This Agreement shall commence on the date first written above and continue through
<br /> December 31, 2026,unless terminated earlier in accordance with Section 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,
<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 Contractor under this Agreement ("Documents & Data'). Work by the
<br /> Contractor, for services under this Agreement, shall relate to work directly generated and directly
<br /> related to the NFEA training. Contractor will not give the city any rights to intellectual property
<br /> for any work or services outside of this Agreement. Contractor shall require all subcontractors to
<br /> agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
<br /> Data the subcontractor prepares under this Agreement. Contractor represents and warrants that
<br /> Contractor has the legal right to license any and all Documents & Data, Contractor makes no such
<br /> representation and warranty in regard to Documents & Data which were provided to Contractor by
<br /> the 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 /> 6. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit B,
<br /> 7. INDEMNIFICATION
<br /> Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees,contractors, special counsel, and representatives from liability: (1)for personal
<br /> injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br /> from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
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