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Page 2 of 9 <br />3.TERM <br />This Agreement shall commence on 20th day of May, 2025 for one three-year term, unless <br />terminated earlier in accordance with Section 15, below. The term of this Agreement may be <br />extended for up to two (2), one-year periods upon a writing executed by the City Manager and <br />City Attorney. <br />4. INDEPENDENT CONSULTANT <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 />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 Consultant under this Agreement (“Documents & Data”). Consultant <br />shall require all subconsultants to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subconsultant prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />any way in its use of the Documents and Data at any time, provided 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 undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require any subcontractors to obtain and maintain insurance as described <br />below for the entire Term of this Agreement against claims for injuries to persons or damage <br />to property which may arise from or in connection with services, products and materials <br />supplied to City. Total cost of such insurance shall be borne by Consultant.