|
4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor
<br />and 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 the
<br />professional manner in which Consultant performs the services which are the subject matter of this Agreement;
<br />however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br />standards and 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 for all
<br />applicable withholding taxes.
<br />5. OWNERSHIP OF MATERIALS
<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 non-
<br />exclusive and 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 Documents & Data.
<br />Consultant makes no such representation and warranty in regard to Documents & Data which were provided to
<br />Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time,
<br />provided that any such use not within 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 maintain and shall
<br />require 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
<br />additional insured(s) and shall include, but not be limited to protection against claims arising from
<br />bodily and personal injury, including death resulting therefrom and damage to property, resulting
<br />from any act or occurrence arising out of Consultant's operations in the performance of this
<br />Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall
<br />be not less 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 $1,000,000 per
<br />occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers,
<br />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)
<br />contain standard separation of insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not
<br />less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
<br />non -owned automobiles.
<br />C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the
<br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability
<br />for worker's compensation or to undertake self-insurance. Prior to commencing the performance
<br />of the work under this Agreement, Consultant agrees to obtain and maintain any employer's
<br />City of Santa Ana RFP 19-093
<br />Page 34
<br />
|