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7, Independent Contractor: Service Provider shall,during the entire term of this Agreement,be construed to be an
<br /> independent Service Provider and not an employee of the City. This Agreement is not intended nor shall it be
<br /> construed to 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 Service Provider performs the services which are the
<br /> subject matter of this Agreement; however,the services to be provided by Service Provider shall be provided in a
<br /> manner consistent with all applicable standards and regulations governing such services.Service Provider shall pay all
<br /> salaries and wages,employer's social security taxes,unemployment insurance and similar taxes relating to employees
<br /> and shall be responsible for all applicable withholding taxes.
<br /> 8. Ownership of Material:This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,
<br /> reuse,or sublicense any and all copyrights,designs,and other intellectual property embodied in plans,specifications,
<br /> studies,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,which
<br /> are prepared or caused to be prepared by Service Provider under this Agreement("Documents&Data"). Service
<br /> Provider shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license
<br /> for any Documents&Data the subcontractor prepares under this Agreement. Service Provider represents and
<br /> warrants that Service Provider has the legal right to license any and all Documents&Data. Service Provider makes no
<br /> such representation and warranty in regard to Documents&Data which were provided to Service Provider by the City.
<br /> City 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 /> 9, Indemnification:Service Provider agrees to defend,and shall indemnify and hold harmless the City,its officers,agents,
<br /> employees,contractors,special counsel,and representatives from liability:(1)for persona[injury,damages,just
<br /> compensation,restitution,judicial or equitable relief arising out of claims for personal injury,including death,and claims
<br /> for property damage,which may arise from the negligent operations of the Service Provider,its subcontractors,agents,
<br /> employees,or other persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br /> and(2)from any claim that personal injury,damages,just compensation,restitution,judicial or equitable relief is due
<br /> by reason of the terms of or effects arising from this Agreement.This indemnity and hold harmless agreement applies
<br /> to all claims for damages,just compensation,restitution,judicial or equitable relief suffered,or alleged to have been
<br /> suffered,by reason of the events referred to in this Section or by reason of the terms of,or effects,arising from this
<br /> Agreement. The Service Provider further agrees to indemnify,hold harmless, and pay all costs for the defense of the
<br /> City, including fees and costs for special counsel to be selected by the City,regarding any action by a third party
<br /> challenging the validity of this Agreement,or asserting that personal injury,damages,just compensation,restitution,
<br /> judicial or equitable relief due to personal or property rights arises by reason of the terms of,or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding,
<br /> Notwithstanding the foregoing,to the extent Service Provider's services are subject to Civil Code Section 2782.8,the
<br /> above indemnity shall be limited,to the extent required by Civil Code Section 2782.8,to claims that arise out of,pertain
<br /> to,or relate to the negligence, recklessness,or willful misconduct of the Service Provider.
<br /> 10. Intellectual Property Indemnification: Service Provider shall defend and indemnify the City,its officers,agents,
<br /> representatives,and employees against any and all liability,including costs,for infringement of any United States'
<br /> letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents
<br /> provided by Service Provider to the City pursuant to this Agreement,
<br /> 11, Records: Service Provider shall keep records and invoices in connection with the work to be performed under this
<br /> Agreement. Service Provider shall maintain complete and accurate records with respect to the costs incurred under
<br /> this Agreement and any services,expenditures,and disbursements charged to the City for a minimum period of three
<br /> (3)years,or for any longer period required by law,from the date of final payment to Service Provider under this
<br /> Agreement. All such records and invoices shall be clearly identifiable. Service Provider shall allow a representative of
<br /> the City to examine,audit,and make transcripts or copies of such records and any other documents created pursuant
<br /> to this Agreement during regular business hours. Service Provider shall allow inspection of all work,data,documents,
<br /> proceedings, and activities related to this Agreement for a period of three(3)years from the date of final payment to
<br /> Service Provider under this Agreement.
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