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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 <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, <br />or to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be 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 <br />of 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 <br />prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). <br />Consultant shall require all subcontractors to agree in writing that City is granted a non- <br />exclusive and perpetual license for any Documents & Data the subcontractor prepares under <br />this Agreement. Consultant represents and warrants that Consultant has the legal right to <br />license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City <br />shall not be limited in anyway in its use of the Documents and Data at anytime, provided that <br />any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as <br />described below: <br />a. Commercial General Liability Insurance. Consultant 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 <br />not be limited to protection against claims arising from bodily and personal <br />injury, including death resulting therefrom and damage to property, resulting <br />from any act or occurrence arising out of Consultant's operations in the <br />performance of this Agreement, including, without limitation, acts involving <br />vehicles. The amounts of insurance shall be not less than the following: single <br />limit coverage applying to bodily and personal injury; including death resulting <br />therefrom, and property damage, in the total amount of $1,000,000 per <br />occurrence, with $2,000,000 in the aggregate. Consultant shall supply City <br />with a fully executed additional insured endorsement in substantially the form <br />attached hereto as Exhibit C upon execution of this Agreement. <br />b. Business automobile liability insurance, or equivalent form, with a combined <br />single limit of not less than $1,000,000 per occurrence. Such insurance shall <br />include coverage for owned, hired and non -owned automobiles. <br />25E-6 <br />