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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 <br />nor shall it be construed to create an employer-employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, <br />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 license for City to copy, <br />use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual <br />property embodied in plans, specifications, studies, drawings, estimates, and other <br />documents or works of authorship fixed in any tangible medium of expression, including <br />but not limited to, physical drawings or data magnetically or otherwise recorded on <br />computer diskettes, which are prepared or caused to be prepared by Consultant under <br />this Agreement ("Documents & Data"). Consultant shall require all subcontractors to <br />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 <br />represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be <br />limited in any way in its use of the Documents and Data at any time, provided that any <br />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 />Commercial General Liability Insurance. Consultant shall maintain <br />commercial general liability insurance naming the City, its officer,, <br />employees, agents, volunteers and representatives as additional <br />insured(s) and shall include, but not be limited to protection against <br />claims arising from bodily and personal injury, including death resulting <br />therefrom and damage to property, resulting from any act or occurrence <br />arising out of Consultant's operations in the performance of this <br />Agreement, Including, without limitation, acts involving vehicles. The <br />amounts of insurance shall be not less than the following: single limit <br />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 <br />City with a fully executed additional Insured endorsement in substantially <br />the form attached hereto as Exhibit C upon execution of this Agreement. <br />