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3. TERM <br />The Term of this Agreement shall commence on April 16, 2017, for a three (3) year <br />Term, with an option to extend for an additional two (2) year period, excercisable by the City <br />Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. <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 <br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or <br />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 relating <br />to employees and shall be responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive license for City to copy, use, modify, and reuse <br />intellectual property, and other documents or works of authorship fixed in any tangible medium <br />of expression, including but not limited to, physical drawings or data magnetically or otherwise <br />recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to <br />agree in writing that City is granted a non-exclusive license for any Documents & Data the <br />subcontractor prepares under this Agreement. The perpetual licensing for products quoted in the <br />Proposal does not include GovClarity. Consultant represents and warrants that Consultant has <br />the legal right to license any and all Documents & Data. Consultant makes no such <br />representation and warranty in regard to Documents & Data which were provided to Consultant <br />by the City. City shall not be limited in any way in its use of the Documents & Data at any time, <br />provided that any such use not within the purposes intended by this Agreement shall be at City's <br />sole risk and no intellectual property belonging to Consultant shall be distributed outside of the <br />control of the City without the express written consult of Consultant. <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 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 />Page 2 of 12 <br />