|
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
<br />it ):ie 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 Contractor
<br />performs the services which are the subject matter of this Agreement; however, the services to be
<br />provided by Contractor shall be provided in a manner consistent with all applicable standards and
<br />regulations governing such services. Contractor shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />7.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 Contractor under this Agreement ("Documents & Data"). Contractor
<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 />Contractor represents and warrants that Contractor has the legal right to license any and all
<br />Documents & Data. Contractor makes no such representation and warranty in regard to
<br />Documents & Data which were provided to Contractor by the City. City shall not be limited in
<br />any way in its use of the Documents and Data at any time, provided that any such use not within
<br />the purposes intended by this Agreement shall be at City's sole risk.
<br />8.INSURANCE
<br />Insurance requirements attached hereto as Exhibit E.
<br />9.INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (l) for personal
<br />injury, 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 Contractor, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section l of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
|