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Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well
<br />as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment
<br />of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the
<br />services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing
<br />Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
<br />Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and
<br />harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not
<br />an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee
<br />relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner
<br />in which Consultant 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 regulations governing
<br />such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
<br />any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
<br />estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not
<br />limited to, physical 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 shall require all
<br />subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
<br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to
<br />license any and all 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 use of the Documents and
<br />Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole
<br />risk.
<br />INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its
<br />subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance
<br />naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and
<br />shall include, but not be limited to protection against claims arising from bodily and personal injury,
<br />including death resulting therefrom and damage to property, resulting from any act or occurrence arising out
<br />of Consultant's operations in the performance of this Agreement, including, without limitation, acts
<br />involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage
<br />applying to bodily and personal injury, including death resulting therefrom, and property damage, in the
<br />total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name
<br />the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not
<br />contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain
<br />standard separation of insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than
<br />$1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned
<br />automobiles.
<br />City of Santa Ana RFP 18-009
<br />2tf-' 3
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