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EXHIBIT 1 <br />need not he mnde for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City_ <br />3. TERM <br />This Agreement shall commence on August 1, 2021 and continue until July 31, 2022, with <br />the option fix the City to grant up to two (2), one (1) year renewals, exercisable by a writing by <br />the. City Manager and the: Citv Attorney, unless terminated earlier in accordance wall Section 15, <br />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 ofthe City. This Agr'ccment is not intended nor shall <br />i( be construed to create an employer -employee relalionship, a join( venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />pert2rrms [Ile services which are the subject matter of this Agreement, however, the scrviccs to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, 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 [hr City to copy, use, <br />modit'y, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, arid other docutrtem_ or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, plt_ysical <br />drawings or data magnetically or otherwise recorded on computer disl<ettes, which are prepared or <br />caused to be prepared by Consultant under this Agi-eement ("Documents & Data"). Consultant <br />shall recµrire all subcontractors to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subeoutactol prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Dala. Consullant makes no such representation and wanan(y in regard to <br />DOCnmCnt,, & Data which were provided to C011SLLltant by the City_ City shall not he limited in <br />any way in its use of the. Documents and Data at any time, provider) that any such use not within <br />the purposes intended by this Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to tundcrtaking pectin manec of work under this Al;rccment, Consultant shill maintain <br />and shall require its Subcontractors, ifany, to obtain anti maintain irrsu .ance as described below; <br />I Connnnereial General Liability Insurance. Consultant shall maintain commercial <br />general liabilily insurance naming the City, its officers, employees, agents, <br />volunteers and representatives as additional insured(,,) and shall include, but not be <br />limited to protection against claims atising from bodily and pct'sonal injury, <br />City Council 15 — 5 71W €02Z1 of 9 <br />