Agmt08 The Labor Compliance Managers

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by the Risk Manager or the Executive Director in consultation with the General Counsel. Workers Compensation limits, if applicable, will be set at those limits required by the California Labor Code. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the Agency by certified mail. Agency and City, their officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. Consultant's insurance coverage will be primary insurance with respect to Agency and City, their officers, agents, volunteers and employees. Any insurance or self-insurance maintained by the Agency and/or City will be in excess of Consultant's insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to Agency prior to Agency's execution of this Agreement. 7. Ownership Of Documents. All work product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement is the property of Agency. In the event this Agreement is terminated, all work product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to Agency pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the work product for Consultant's records. 8. Copvriqhts. Consultant agrees that all copyrights that arise from the Services will be vested in Agency and Consultant relinquishes all claims to the copyrights in favor of Agency. 9. Conflict of Interest. Agency will evaluate Consultant's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of Consultant's employees, agents or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant's employees, agents, or subcontractors will complete and file with the Agency Secretary those schedules specified by Agency and contained in the Statement of Economic Interests Form 700. 10. Compliance With Laws. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Redwood City Business License for the term of this Agreement. 11. Termination. Agency or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. Agency will pay Consultant's costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. 12. Claims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. Consultant further acknowledges that debarment by another jurisdiction is grounds for Agency to terminate this Agreement. 13. Venue and Jurisdiction. Consultant agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, San Mateo County, California. 14. Assiqnment. Consultant may not assign this Agreement or any part of it, or any monies due or to become due under it, without the prior written consent of Agency. 15. Amendments. This Agreement may be amended by mutual consent of City and Consultant. Any amendment will be in writing, signed by both parties, with a statement of the changes in charges or time schedule. ATTY/AGR/2008.006 020508 2