|
defend, indemnify and hold the CITY, its elected officials, officers, employees and agents
<br />free and harmless from any claim or liability arising out of any failure or alleged failure to
<br />comply with the Prevailing Wage Laws.
<br />5. INDEPENDENT CONTRACTOR
<br />GRANTEE 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 GRANTEE performs the services which are the subject matter of this
<br />Agreement; however, the services to be provided by GRANTEE shall be provided in a manner
<br />consistent with all applicable standards and regulations governing such services. GRANTEE
<br />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
<br />taxes.
<br />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for CITY to copy, use,
<br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
<br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works
<br />of authorship fixed in any tangible medium of expression, including but not limited to,
<br />physical drawings or data magnetically or otherwise recorded on computer diskettes, which
<br />are prepared or caused to be prepared by Consultant under this Agreement ("Documents &
<br />Data"). GRANTEE shall require all subcontractors to agree in writing that CITY is granted
<br />a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
<br />under this Agreement. GRANTEE represents and warrants that GRANTEE has the legal right
<br />to license any and all Documents & Data. GRANTEE makes no such representation and
<br />warranty in regard to Documents & Data which were provided to GRANTEE by the CITY.
<br />CITY shall not be limited in any way in its use of the Documents and Data at any time,
<br />provided that any such use not within the purposes intended by this Agreement shall be at
<br />CITY's sole risk.
<br />7. INDEMNIFICATION
<br />GRANTEE agrees to defend, and shall indemnify and hold harmless the CITY, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the GRANTEE, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to
<br />all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the terms of, or effects, arising from this Agreement.
<br />3
<br />
|