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In regard to copyrightable material produced as a deliverable under this Agreement,
<br />including but not limited to books, reports, plans, photographs, drawings, Consultant agrees, for
<br />itself and all of it's affected officers, employees, agents, contractors, subcontractors and
<br />representatives that (a) other such material may not be copyrighted without prior review from the
<br />City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and
<br />to its officers, agents and employees acting within the scope of their official duties, as a
<br />condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license
<br />throughout the world for governmental purposes to disclose, publish, translate, reproduce, and
<br />use such materials.
<br />4. TERM
<br />This Agreement shall commence on the date first written above and terminate on City's
<br />acceptance of the final EIR, unless terminated earlier in accordance with Section 13, below. The
<br />term of this Agreement may be extended upon a writing executed by the Executive Director of
<br />Planning and Building and the City Attorney.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor
<br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or
<br />to allow the City to exercise discretion or control over the professional manner in which
<br />Consultant performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Consultant shall be provided in a manner consistent with all
<br />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
<br />employees and shall be responsible for all applicable withholding taxes.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall
<br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
<br />described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain
<br />commercial general liability insurance naming the City, its officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be limited to
<br />protection against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, resulting from any act or occurrence arising out of
<br />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
<br />coverage applying to bodily and personal injury, including death resulting therefrom, and
<br />property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City
<br />with a fully executed additional insured endorsement in substantially the form attached hereto as
<br />Exhibit C upon execution of this Agreement and shall be approved in form by the City Counsel.
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