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collaboration throughout the process. Clients are also asked to offer input on case studies, press
<br />releases and other marketing activities.
<br />3. TERM
<br />This Agreement shall commence effective January 1, 2017 for a period of two (2) years ending
<br />December 31, 2018 (basic term), with a one (1) year option to extend said Agreement for the period of
<br />January 1, 2019 through December 31, 2019 (optional term), unless terminated earlier in accordance
<br />with Section 15, below. The option to extend may be exercised upon a writing executed by the City
<br />Manager and the City Attorney.
<br />4. INDEPENDENT CONTRACTOR
<br />CONSULTANT 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 it be
<br />construed to create an employer-employee relationship, a joint venture relationship, or to allow the CITY
<br />to exercise discretion or control over the professional manner in which CONSULTANT performs the
<br />services which are the subject matter of this Agreement; however, the services to be provided by
<br />CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations
<br />governing such services. CONSULTANT shall pay all salaries and wages, employer's social security
<br />taxes, 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, modify,
<br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
<br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
<br />CONSULTANT under this Agreement ("Documents & Data"). CONSULTANT shall require all
<br />subcontractors to agree in writing that CITY is granted a non-exclusive and perpetual license for any
<br />Documents &Data the subcontractor prepares under this Agreement. CONSULTANT represents and
<br />warrants that CONSULTANT has the legal right to license any and all Documents & Data.
<br />CONSULTANT makes no such representation and warranty in regard to Documents & Data which were
<br />provided to CONSULTANT by the CITY. CITY shall not be limited in any way in its use of the
<br />Documents 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 />Prior to undertaking performance of work under this Agreement, CONSULTANT shall maintain
<br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. CONSULTANT shall maintain commercial general
<br />liability insurance naming the CITY, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s) and shall include, but not be limited to protection
<br />against claims arising from bodily and personal injury, including death resulting therefrom
<br />and damage to property, resulting from any act or occurrence arising out of
<br />CONSULTANT's operations in the performance of this Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death
<br />resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence,
<br />with $2,000,000 in the aggregate. CONSULTANT shall supply CITY with a fully executed
<br />additional insured endorsement in substantially the form attached hereto as Exhibit D upon
<br />execution of this Agreement and shall be approved in form by the CITY Attorney.
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