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City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its
<br />officers, agents and employees acting within the scope of their official duties, as a condition of payment
<br />to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental
<br />purposes to disclose, publish, translate, reproduce, and use such materials.
<br />4. TERM
<br />This Agreement shall commence on the date first set forth above and terminate upon expenditure
<br />of allocated funds, unless terminated earlier in accordance with Section 13, below. The term of this
<br />Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant 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 Consultant performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding takes.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Due to the nature of services provided, Commercial General Liability coverage will not be
<br />required.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including health, and claims for property damage, which may arise from the direct or indirect
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement. The Consultant further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br />be selected by the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />S. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
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