|
In regard to all material produced as a deliverable under this Agreement, including but not limited to
<br />records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant,
<br />Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that
<br />(a) other such material shall be the property of the City, and may not be copyrighted without prior approval of the
<br />City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers,
<br />agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant,
<br />a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose,
<br />publish, translate, reproduce, and use such materials.
<br />4. TERM
<br />This Agreement shall commence on the date first written above and terminate on October 15, 2012,
<br />unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended
<br />upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney.
<br />5. 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 />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 which shall include, but not be limited to protection against claims arising from bodily and personal
<br />injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising
<br />out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving
<br />vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily
<br />and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000
<br />per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s) with regard to liability and defense of suits arising from the operations and
<br />uses performed by or on behalf of the named insured; (b) be primary and not contributory with respect to
<br />insurance or self-insurance programs maintained by the City; (c) contain standard separation of insureds
<br />provisions; and (d) provide to the additional insured, 30-day notice of cancellation or reduction in coverage.
<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-owned
<br />automobiles.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor
<br />Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's
<br />compensation or to undertake self-insurance. Prior to commencing the performance of the work under this
<br />Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than
<br />$1,000,000 per accident.
<br />25E-6
|