AGENDA PROPERTY MANAGEMENT COMMITTEE MEETING ...

indemnify, defend, and hold harmless OCWD against any such fees, assessments,taxes, penalties, or interest levied, assessed, or imposed against OCWD thereunder.3.3 Covenant Against Discrimination. Contractor covenants for itself, its heirs,executors, assigns, and all persons claiming under or through it, that there shall be nodiscrimination against any person on account of race, color, creed, religion, sex, maritalstatus, national origin, or ancestry, in the performance of this Agreement. Contractorfurther covenants and agrees to comply with the terms of the Americans with DisabilitiesAct of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended from time to time.3.4 Independent Contractor. Contractor shall perform all services requiredherein as an independent Contractor of OCWD and shall remain at all times as toOCWD a wholly independent Contractor. OCWD shall not in any way or for any purposebecome or be deemed to be a partner of Contractor in its business or otherwise, or ajoint venturer, or a member of any joint enterprise with Contractor. Contractor shall notat any time or in any manner represent that it or any of its agents or employees areagents or employees of OCWD. Neither Contractor nor any of Contractor’s employeesshall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, orother fringe benefits from the OCWD; and neither Contractor nor any of its employeesshall be paid by OCWD time and one-half for working in excess of forty (40) hours inany one week. OCWD is under no obligation to withhold State and Federal taxdeductions from Contractor’s compensation. Neither Contractor nor any of Contractor’semployees shall be included in the competitive service, have any property right to anyposition, or any of the rights an employee may have in the event of termination of thisAgreement.3.5 Use of Patented Materials. Contractor shall assume all costs arising fromthe use of patented or copyrighted materials, including but not limited to equipment,devices, processes, and software programs, used or incorporated in the services orwork performed by Contractor under this Agreement. Contractor shall indemnify,defend, and save the OCWD harmless from any and all suits, actions or proceedings ofevery nature for or on account of the use of any patented or copyrighted materials.3.6 Proprietary Information. All proprietary information developed specificallyfor OCWD by Contractor in connection with, or resulting from, this Agreement, includingbut not limited to inventions, discoveries, improvements, copyrights, patents, maps,reports, textual material, or software programs, but not including Contractor’s underlyingmaterials, software, or know-how, shall be the sole and exclusive property of OCWD,and are confidential and shall not be made available to any person or entity without theprior written approval of OCWD. Contractor agrees that the compensation to be paidpursuant to this Agreement includes adequate and sufficient compensation for anyproprietary information developed in connection with or resulting from the performanceof Contractor’s services under this Agreement. Contractor further understands andagrees that full disclosure of all proprietary information developed in connection with, orresulting from, the performance of services by Contractor under this Agreement shall bemade to OCWD, and that Contractor shall do all things necessary and proper to perfectand maintain ownership of such proprietary information by OCWD.OCWD AGREEMENT NO. *** ***-8