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Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended <br />nor shall it be construed to create an employer -employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />This Agreement creates a non-exclusive and perpetual license for City to copy, <br />use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual <br />property embodied in plans, specifications, studies, drawings, estimates, and other <br />documents or works of authorship fixed in any tangible medium of expression, including <br />but not limited to, physical drawings or data magnetically or otherwise recorded on <br />computer diskettes, which are prepared or caused to be prepared by Consultant under <br />this Agreement ("Documents & Data"). Consultant shall require all subcontractors to <br />agree in writing that City is granted a non-exclusive and perpetual license for any <br />Documents & Data the subcontractor prepares under this Agreement. Consultant <br />represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be <br />limited in any way in its use of the Documents and Data at any time, provided that any <br />such use not within the purposes intended by this Agreement shall be at City's sole risk. <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. WAIVED due to the nature of <br />the services being provided. <br />b. Worker's Compensation Insurance. In accordance with the provisions of <br />Section 3700 of the Labor Code, Consultant, if Consultant has any <br />employees, is required to be insured against liability for worker's <br />compensation or to undertake self-insurance, Prior to commencing the <br />performance of the work under this Agreement, Consultant agrees to <br />obtain and maintain any employer's liability insurance with limits not less <br />than $1,000,000 per accident. <br />G. If Consultant fails or refuses to produce or maintain the insurance <br />required by this section or fails or refuses to furnish the City with required <br />proof that insurance has been procured and is in force and paid for, the <br />City shall have the right, at the City's election, to forthwith terminate this <br />