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5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire terns 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 the
<br />subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in
<br />a manner consistent with all applicable standards and regulations governing such services. Consultant shall
<br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
<br />relating to employees and shall be responsible for all applicable withholding taxes.
<br />b. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
<br />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 under
<br />this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that
<br />City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
<br />under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any
<br />and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents
<br />& Data which were provided to Consultant by the City. City shall not be limited in any way in its use of
<br />the Documents and Data at any time, provided that any such use not within the purposes intended by this
<br />Agreement shall be at City's sole risk.
<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 />a. Commercial General Liability Insurance. Consultant shall maintain cornmercial general
<br />liability insurance naming the City, its ofhcers, 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 therefrom
<br />and damage to property, resulting from any act or occurrence arising out of Consultant's
<br />operations in the performance of this Agreement, including, without limitation, acts
<br />involving vehicles. The amounts of insurance shall be not less than the following: single
<br />limit coverage applying to bodily and personal injury, including death resulting therefrom,
<br />and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000
<br />in the aggregate. Such insurance shall (a) name the City, its of0eers, employees, agents,
<br />volunteers and representatives as additional insured(s); (b) be primary and not contributory
<br />with respect to insurance or self-insurance programs maintained by the City; and (c)
<br />contain standard'separation of insureds provisions.
<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 />Workers' Compensation insurance. In accordance with the California Labor Code,
<br />Consultant, if Consultant has any employees, is required to be insured against liability for
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