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4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire terra of this Agreement, be construed to be an
<br />independent contractor 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 its 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 subcontractors to agree in writing that City is granted a non-exclusive and
<br />perpetual license for any Documents & Data the subcontractor 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 Documents
<br />& Data which were provided to Consultant by the City. City shall not be limited in any way in its
<br />use of the Documents and Data at any time, provided that any such use not within the purposes
<br />intended by this Agreement shall be at City's sole risk.
<br />6. INSURANCE
<br />Throughout the term of this Agreement, Consultant, at its sole expense, shall carry and
<br />maintain cyber liability insurance with limits of not less than $1,000,000 for each occurrence and
<br />an annual aggregate of $2,000,000, covering claims involving privacy violations, information
<br />theft, damage to or destruction of electronic information, intentional and/or unintentional release
<br />of private information, alteration of electronic information, extortion and network security,
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
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