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(9)
<br />EXHIBIT 3
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant
<br />and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -
<br />employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the
<br />professional manner in which Consultant performs the services which are the subject matter of this Agreement;
<br />however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />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, or
<br />sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies,
<br />drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,
<br />including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
<br />which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data").
<br />Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual
<br />license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
<br />warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such
<br />representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City
<br />shall not 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, Consultant shall maintain and shall require
<br />any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement
<br />against claims for injuries to persons or damage to property which may arise from or in connection with services,
<br />products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.
<br />MINIMUM SCOPE AND LIMIT OF INSURANCE
<br />Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an
<br />"occurrence" basis, including products and completed operations, property damage, bodily injury and
<br />personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000
<br />aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
<br />2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with
<br />limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain
<br />commercial automobile liability insurance, City will accept evidence of personal automobile insurance,
<br />provided that such policy is endorsed for business use and provides coverage with a minimum limit of
<br />$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies.
<br />3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and
<br />Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for
<br />bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to
<br />waive such insurance.
<br />4. Professional Liability (PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000
<br />aggregate.
<br />If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of
<br />coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits
<br />maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of
<br />insurance and coverage shall be available to City.
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