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City any work product which results from the services provided. Said work product shall be submitted in
<br />hard copy and produced in a form compatible with City's information systems, as agreed between the
<br />Project Manager and Consultant.
<br />In regard to all material produced as a deliverable under this Agreement, including but not limited
<br />to records, papers, drawings, specifications, programs, systems and other materials prepared by
<br />Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and
<br />volunteer workers, that (a) other such material shall be the property of the City, and may not be
<br />copyrighted without prior approval of the City, and (b) the authors of all such material, whether
<br />copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of
<br />their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable
<br />license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use
<br />such materials.
<br />4. TERM
<br />This Agreement shall commence on the date first written above and terminate on October 15,
<br />2012, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may
<br />be extended upon a writing executed by the Executive Director of the Public Works Agency and the City
<br />Attorney.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
<br />create anemployer-employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manner in which Consultant performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services_
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to 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 maintain and
<br />shall re quire its subcontractors, if any, to obtain and maintain insurance as described below_
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general
<br />liability insurance which shall include, but not be limited to protection against claims arising from bodily
<br />and personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence arising out of Consultant's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
<br />single limit 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. Such insurance shall (a) name the
<br />City, its officers, employees, agents, volunteers and representatives as additional insured(s) with regard to
<br />liability and defense of suits arising from the operations and uses performed by or on behalf of the named
<br />insured; (b) be primary and not contributory with respect to insurance or self-insurance programs
<br />maintained by the City; (c) contain standard separation of insureds provisions; and (d) provide to the
<br />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
<br />not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
<br />non-owned automobiles.
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