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In regard to all copyrightable material produced as a deliverable under this Agreement,
<br />including but not limited to books, reports, plans, and computer programs, Consultant agrees, for
<br />itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a)
<br />other such material may not be copyrighted without prior review from the City, and (b) the
<br />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
<br />to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for
<br />governmental purposes to disclose, publish, translate, reproduce, and use such materials.
<br />4. TERM
<br />This Agreement shall commence on September 1, 2008 and terminate on August 31,
<br />2009, unless terminated earlier in accordance with Section 13, below. The term of this
<br />Agreement may be extended upon a writing executed by the Executive Director of the Agency
<br />and the Agency General Counsel.
<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 Agency. 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 Agency 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 commercial
<br />general liability insurance naming the Agency, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s) and shall include, but not be limited to protection against
<br />claims arising from bodily and personal injury, including death resulting therefrom and damage
<br />to property, resulting from any act or occurrence arising out of Consultant's operations in the
<br />performance of this Agreement, including, without limitation, acts involving vehicles. The
<br />amounts of insurance shall be not less than the following: single limit coverage applying to
<br />bodily and personal injury, including death resulting therefrom, and property damage, in the total
<br />amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
<br />additional insured endorsement in substantially the form attached hereto as Exhibit B upon
<br />execution of this Agreement and shall be approved in form by the Legal Counsel.
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