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Exhibit 1
<br />and "maintenance" projects. If the services being performed are part of an applicable "public works" or
<br />"maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or
<br />more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend,
<br />indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any
<br />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
<br />not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -
<br />employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over
<br />the professional manner in which Consultant performs the services which are the subject matter of this
<br />Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent
<br />with all applicable standards and regulations governing such services. Consultant shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and
<br />shall be responsible for all applicable withholding taxes.
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<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
<br />sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
<br />studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of
<br />expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on
<br />computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement
<br />("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
<br />non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this
<br />Agreement. 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 & Data
<br />which were provided to Consultant by the City. City shall not City of Santa Ana RFP Page A2-3 be limited
<br />in any way in its use of the Documents and Data at any time, provided that any such use not within the
<br />purposes intended by this Agreement shall be at City's sole risk.
<br />INSURANCE (To be Modified Based on Final Negotiated Terms)
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require
<br />its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability
<br />insurance naming the City, its officers, employees, agents, volunteers and representatives as additional
<br />insured(s) and shall include, but not be limited to protection against claims arising from bodily and
<br />personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence 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 than the
<br />following: single limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in
<br />the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and
<br />representatives as additional insured(s); (b) be primary and not contributory with respect to insurance
<br />or self-insurance programs maintained by the City; and (c) contain standard separation of insureds
<br />provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less
<br />than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -
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