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4. DELIVERY OF WORK PRODUCT - OWNERSHIP <br />Consultant warrants and represents that it has the absolute right to enter into and perform this <br />Agreement and will perform its obligations hereunder in accordance with standards and practices <br />prevailing in the industry. Con'sultant's contribution to the Project, including works to be produced by <br />Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third <br />person or party. Consultant shall deliver to City arty work product which results from the services <br />provided. Said work product shall be submitted in hard copy and produced in a form compatible with <br />City's information systems, as agreed between the Project Manager and Consultant. <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 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 />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall obtain and <br />maintain, and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Worker's Compensation insurance. In accordance with the provisions of Section 3300 of the <br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for <br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work <br />under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with <br />limits not loss than $1,000,000 per accident. <br />b. Professional liability (errors and emissions) insurance, with a combined single limit of not <br />less than $5,000,000 per claim. <br />c. The following requirements apply to the insurance to be provided by Consultant pursuant to <br />this section: <br />(i). Consultant shall maintain all insurance required above in full force and effect for the <br />entire period covered by this Agreement. <br />(ii). Certificates of insurance shall be furnished to the City upon execution of this <br />Agreement and shall be approved in form by City staff. <br />(iii). Certificates and policies shall state that the policies shall not be canceled or reduced <br />in coverage or changed irr any other material aspect without thirty (30) days prior written <br />notice to the City. <br />2 <br />