|
4. 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 provided
<br />in a manner consistent with all applicable standards and regulations governing such services. Contractor
<br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
<br />taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />5. 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 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 />subcontractors prepare under this Agreement. Contractor represents and warrants that Contractor has the
<br />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 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 />6. —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 />a. 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 therefrom
<br />and damage to property, resulting from any act or occurrence arising out of Contractor'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 officers, employees, agents,
<br />and representatives as additional insured(s); (b) be primary and not contributory with
<br />respect to insurance or self-insurance programs maintained by the City; and (c) contain
<br />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 />Page 2 of 7
<br />25F-4
<br />
|