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10. INDEPENDENT CONTRACTOR
<br />Provider shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
<br />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 Provider performs the services which are the
<br />subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a
<br />manner consistent with all applicable standards and regulations governing such services. Provider shall
<br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
<br />relating to employees and shall be responsible for all applicable withholding taxes.
<br />11. OWNERSHIP OF MATERIALS
<br />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,
<br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Provider under
<br />this Agreement ("Documents & Data"). Provider represents and warrants that Provider has the legal
<br />right to license any and all Documents & Data. Provider makes no such representation and warranty
<br />concerning Documents & Data, which were provided to Provider by the City. City shall not be limited in
<br />any way in its use of the Documents and Data at any time, provided that any such use not within the
<br />purposes intended by this Agreement shall be at City's sole risk. Provided however that any drawings
<br />and artwork prepared by Provider shall remain the sole and exclusive property of Provider and City shall
<br />have no right to copy, use, modify, reuse or sublicense any and all such items other than in connection
<br />with the 2019 Festival. The Provider may not use any drawings or artwork that identifies the City of
<br />Santa Ana or uses the City seal for any use other than the 2019 Festival without written authorization.
<br />12. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Provider shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />#6302v1
<br />A. Commercial General Liability Insurance. Provider shall maintain commercial general
<br />liability insurance naming the City, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s) and shall include, but not be limited to protection
<br />against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Provider's operations in the performance of this Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death
<br />resulting therefrom, and property damage, in an amount not less than $1,000,000 per
<br />occurrence, with $2,000,000 in the aggregate. Provider shall supply City with a fully
<br />executed additional insured endorsement in a form approved by the City Attorney upon
<br />execution of this Agreement.
<br />Agreement for Carnival Services for Fiestas Patrias 2019
<br />26Gs-10
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