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2 <br />3.TERM <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to one (1) two (2)-year renewal, exercisable by a writing by <br />the City Manager and the City Attorney, unless terminated earlier in accordance with 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 Consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services 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 />All drawings, specifications, reports, notes and data developed pursuant to this Agreement are <br />instruments of service, and as such the original documents and data are and remain the property of <br />Consultant. Consultant grants a non-exclusive, perpetual license to use the deliverables <br />(Documents & Data), identified in Exhibit A, to the City, as well as permission to sublicense the <br />Documents & Data to others solely for the purpose of performing obligations related to this <br />Agreement. Consultant shall require all subcontractors to agree in writing that Documents & Data <br />prepared pursuant to this Agreement in their subcontracting agreements grant a non-exclusive, <br />perpetual license to use its deliverables, as well as sublicense such Documents & Data to the City <br />as well as others, solely for the purpose of performing obligations pertaining to or related to this <br />Agreement. Consultant agrees that it has the legal right to license Documents & Data. Consultant <br />makes no representation that it has any legal right to license nor has any obligation as to the <br />accuracy or content of documents or data provided to Consultant by the City. <br />6.INSURANCE <br />Consultant shall procure and maintain for the duration of the contract insurance against <br />claims for injuries to persons or damages to property which may arise from or in connection with <br />the performance of the work hereunder and the results of that work by the Consultant, his agents, <br />representatives, employees or subcontractors. <br />MINIMUM SCOPE AND LIMIT OF INSURANCE <br />Coverage shall be at least as broad as: <br />•Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering <br />CGL on an “occurrence” basis, including property damage, bodily injury and personal &