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Professional Services Agreement with URS Corporation <br />December 16, 2014 <br />Page 2 of 7 <br />4. O WNERS141P OR 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 the <br />legal right to license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which ware provided to Consultant by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City's sole risk. <br />5. PAYMENTS & INVOICES <br />a. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the <br />services rendered in the prior month, <br />b. All invoices for work performed under this Agreement shall be submitted in a format <br />approved by the City. Invoices shall include the following information at a minimum: <br />i. Consultant's invoice number <br />it. Beginning and ending dates for services <br />iii. City project number and /or name (if applicable) <br />iv. Work site address /location (if applicable) <br />V. Tasks or deliverables completed, and percentage ( %) of total services completed. <br />City shall, within 45 days of receiving such statement, review the statement and pay all approved <br />charges thereon. <br />6. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire tern of this Ag eement, 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 an employer- 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 />7. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />25F -8 <br />