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DocuSign Envelope ID: 304580EC-43194C34-8C29-AEC86722752C
<br />3. TERM
<br />This Agreement shall commence on the date first written above for a five (5) year term,
<br />ending -March 15, 2025 unless tenninated earlier in accordance with Section 15, below.
<br />4. INDEPENDENT CONTRACTOR
<br />NCSI shall, during the entire tenn of this Agreement, be construed to be an independent
<br />NCSI and not an employee of the City. This Agreement is not intended nor shall it be construed
<br />to create an employer -employee relationship, a joint venture relationship, or to allow the City to
<br />exercise discretion or control over the professional manner in which NCSI performs the services
<br />which are the subject matter of this Agreement; however, the services to be provided by NCSI
<br />shall be provided in a manner consistent with all applicable standards and regulations governing
<br />such services. NCSI shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />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 of
<br />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 prepared or
<br />caused to be prepared by NCSI under this Agreement ("Documents & Data"). NCSI makes no
<br />such representation and warranty about Documents & Data, which were provided to NCSI by the
<br />City. City shall not be limited in any way in its use of the Documents and 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.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, NCSI shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Corr nereialGeneral Liability Insurance. NCSI 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
<br />protection against claims arising from bodily and personal injury, including death
<br />resulting therefrom and damage to property, resulting from any act or occurrence
<br />arising out of NCSI's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not
<br />less than the following: single limit coverage applying to bodily and personal
<br />injury, including death resulting therefrom, and property damage, in the total
<br />amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such
<br />insurance shall (a) include the City, its officers, employees, agents, and
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