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3. TERM
<br />This Agreement shall commence on the date first written above and terminate on December 31,
<br />2017, unless terminated earlier in accordance with Section 15, below. The tern of this Agreement may
<br />be extended upon a writing executed by the City Manager and the Successor Agency Legal Counsel.
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the Successor Agency. This Agreement is not intended nor shall it be
<br />construed to create an employer - employee relationship, ajoint venture relationship, or to allow the
<br />Successor Agency 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 responsible
<br />for all applicable withholding taxes.
<br />S. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non- exclusive and perpetual license for Successor Agency to copy,
<br />use, 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 medinrn of expression, including but not limited to, physical drawings or
<br />data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
<br />prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require all
<br />subcontractors to agree in writing that Successor Agency is granted a non - exclusive and perpetual license
<br />for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
<br />warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes
<br />no such representation and warranty in regard to Documents & Data which were provided to Consultant
<br />by the Successor Agency. Successor Agency shall not be limited in anyway in its use of the Documents
<br />and Data at any time, provided that any such use not within the purposes intended by this Agreement
<br />shall be at Successor Agency's sole risk.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain slid maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general
<br />liability insurance naming the City, Successor Agency, its officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be
<br />limited to protection against claims arising from bodily and personal injury, including
<br />death resulting therefrom and damage to property, resulting from any act or occurrence
<br />arising out of Consultant's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less
<br />than the following: single limit coverage applying to bodily and personal injury,
<br />including death resulting therefrom, and property damage, in the total amount of
<br />$1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply
<br />Successor Agency with a frilly executed additional insured endorsement upon execution
<br />of this Agreement.
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