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3. TERM <br />This Agreement shall commence on June 1, 2017 and terminate on May 31; 2019, unless <br />terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended <br />for two (2) additional one -year option periods by a writing executed by the City Manager and the City <br />Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Contractor 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 Contractor performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance <br />and similar taxes 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, 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 Contractor <br />under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in <br />writing that City is granted a non - exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the <br />legal right to license any and all Documents & Data. Contractor makes no such representation and <br />warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City's sole risk. <br />6. BONDS <br />Contractor shall supply a payment bond in the amount of fifty percent (50 %) of the awarded total <br />annual contract amount of the proposal prior to execution of the Agreement. Upon receipt of the <br />payment bond, the proposal deposit will be returned. The proposal deposit is subject to be <br />forfeited if Contractor fails to execute the written Agreement and furnish the required payment <br />bond, or to satisfy any other conditions present within a reasonable time as determined by the <br />City. The payment bond is to be renewed annually and submitted by the Contractor in the <br />amount of 50% of the annual contract amount. <br />7. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Contractor shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Contractor 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 />25F -4 <br />