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This Agreement shall commence on February 3, 2026 for a three (3) year term, with the
<br /> option for the City to grant up to two, one-year extensions upon a writing executed by the City
<br /> Manager and City Attorney, unless terminated earlier in accordance with Section 15,below.
<br /> 4. INDEPENDENT CONTRACTOR
<br /> Vendor shall, during the entire term of this Agreement, be construed to be an independent
<br /> Vendor 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 Vendor performs the services
<br /> which are the subject matter of this Agreement; however, the services to be provided by Vendor
<br /> shall be provided in a manner consistent with all applicable standards and regulations governing
<br /> such services. Vendor 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 Vendor under this Agreement ("Documents & Data"). Vendor shall
<br /> require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual
<br /> license for any Documents & Data the subcontractor prepares under this Agreement. Vendor
<br /> represents and warrants that Vendor has the legal right to license any and all Documents &Data.
<br /> Vendor makes no such representation and warranty in regard to Documents & Data which were
<br /> provided to Vendor 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 /> Insurance requirements are attached hereto as Exhibit C.
<br /> 7. INDEMNIFICATION
<br /> Vendor 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 Vendor, its subcontractors, agents, employees, or other persons acting
<br /> on its behalf which relates to the services described in section 1 of this Agreement; and (2) from
<br /> any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief
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