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3. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />November 30, 2019, unless terminated earlier in accordance with Section 16, below. The term of <br />this Agreement may be extended for an additional two (2) year period,, upon a writing executed by <br />the City Manager and the City Attorney, <br />4. INDEPENDENT CONTRACTOR. <br />Contractor shall, daring 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 mariner 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 Iicense for City to copy, use, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in <br />plans, specifications, studies, drawings, estimates, and other documents or works of authorship <br />fixed in any tangible medium of expression, including but not limited to, physical drawings or data <br />magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be <br />prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all <br />subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for <br />any Documents & Data the subcontractor prepares under this Agreement. Contractor represents <br />and warrants that Contractor has the legal right to license any and all Documents & Data. <br />Contractor makes no such representation and warranty in regard to Documents & Data which were <br />provided to Contractor by the City. City shall not be limited in anyway 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 />Prior to undertaking performance of work under this Agreement, Contractor shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below; <br />a. Commercial General Liability Insurance. Contractor shall maintain commercial <br />general liability insurance naming the City, its officers, employees, agents, <br />volunteers and representatives as additional insured(s) and shall include, but not <br />be limited to protection against claims arising from bodily and personal injury, <br />including death resulting therefrom and damage to property, resulting from any <br />act or occurrence arising out of Contractor's operations in the performance of this <br />Page 2 of 8 <br />25C-4 <br />