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part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws,
<br />and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such
<br />Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials,
<br />officers, employees and agents free and harmless from any claim or liability arising out of any failure or
<br />alleged failure to comply with the Prevailing Wage Laws.
<br />5. INDEPENDENT CONTRACTOR
<br />Contractor 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 Contractor performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance
<br />and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. OWNERSHIP OF 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 Contractor
<br />under this Agreement ( "Documents & Data "). Contractor 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. Contractor represents and warrants that Contractor has
<br />the legal right to license any and all Documents & Data. Contractor makes no such representation and
<br />warranty in regard to Documents & Data which were provided to Contractor by the City. City shall rot
<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 />INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Contractor shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />Commercial General Liability Insurance. Contractor shall maintain commercial general
<br />liability insurance naming the City, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s) and shall include, but not be limited to protection
<br />against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Contractor's operations in the performance of this Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death
<br />resulting therefrom, and property damage, in the total amount of $1,000,000 per
<br />occurrence, with $2,000,000 in the aggregate. Contractor shall supply City with a fully
<br />executed additional insured endorsement in substantially the form attached hereto as
<br />Exhibit D upon execution of this Agreement.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit
<br />of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
<br />owned, hired and non -owned automobiles.
<br />C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700
<br />of the Labor Code, Contractor, if Contractor has any employees, is required to be
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