|
4. INDEPENDENT CONTRACTOR
<br /> Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br /> Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed
<br /> to create an employer-employee relationship, a joint venture relationship, or to allow the City to
<br /> exercise discretion or control over the professional manner in which Consultant performs the services
<br /> which are the subject matter of this Agreement; however, the services to be provided by Consultant
<br /> shall be provided in a manner consistent with all applicable standards and regulations governing such
<br /> services. Consultant shall pay all salaries and wages, employer's social security taxes,unemployment
<br /> insurance and similar taxes relating to employees and shall be responsible for all applicable
<br /> withholding taxes.
<br /> 5. OWNERSHIP OF MATERIALS
<br /> This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
<br /> reuse,or sublicense any and all copyrights,designs, and other intellectual property embodied in plans,
<br /> specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br /> tangible medium of expression, including but not limited to,physical drawings or data magnetically or
<br /> otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
<br /> under this Agreement("Documents & Data"). Consultant shall require all subcontractors to agree in
<br /> 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
<br /> the legal right to license any and all Documents&Data. Consultant makes no such representation and
<br /> warranty in regard to Documents & Data which were provided to Consultant by the City. City shall
<br /> not be limited in any way in its use of the Documents and Data at any time,provided that any such use
<br /> not within the purposes intended by this Agreement shall be at City's sole risk.
<br /> 6. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit S.
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, contractors, special counsel, and representatives from liability: (1) 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 negligent
<br /> operations of the Consultant,its subcontractors,agents,employees,or other persons acting on its behalf
<br /> which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br /> personal injury,damages,just compensation,restitution,judicial or equitable relief is due by reason of
<br /> the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br /> applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered,
<br /> or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the
<br /> terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br /> harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br /> be selected by the City,regarding any action by a third party challenging the validity of this Agreement,
<br /> or asserting that personal injury, damages,just compensation, restitution,judicial or equitable relief
<br /> due to personal or property rights arises by reason of the terms of, or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br /> Page 2 of 7
<br /> ##2131375v9
<br />
|