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City of Santa Ana <br />I•�I.UI=I»,I•l=I,r9d•],rr:L[$ice] N <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not <br />intended nor shall it be construed to create an employer -employee relationship, a joint <br />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 <br />matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing <br />such services. Consultant shall pay all salaries and wages, employer's social security <br />taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />6. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, <br />use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual <br />property embodied in plans, specifications, studies, drawings, estimates, and other <br />documents or works of authorship fixed in any tangible medium of expression, including <br />but not limited to, physical drawings or data magnetically or otherwise recorded on <br />computer diskettes, which are prepared or caused to be prepared by Consultant under <br />this Agreement ("Documents & Data"). Consultant shall require all subcontractors to <br />agree in writing that City is granted a non-exclusive and perpetual license for any <br />Documents & Data the subcontractor prepares under this Agreement. Consultant <br />represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard <br />to Documents & Data, which were provided to Consultant by the City. City shall not be <br />limited in any way in its use of the Documents and Data at any time, provided that any <br />such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />7. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require its Subcontractors, if any, to obtain and maintain insurance <br />as described below: <br />a. Commercial General Liability Insurance. Consultant shall maintain <br />commercial general liability insurance naming the City, its officers, <br />employees, agents, volunteers and representatives as additional <br />insured(s) and shall include, but not be limited to protection against claims <br />arising from bodily and personal injury, including death resulting therefrom <br />and damage to property, resulting from any act or occurrence arising out <br />of Consultant's operations in the performance of this Agreement, <br />including, without limitation, acts involving vehicles. The amounts of <br />insurance shall be not less than the following: single limit coverage <br />City of Santa Ana Page 134 <br />Ambulance & Paramedic and Collection Services <br />Request for Proposals: # 19-083 <br />September 13, 2019 <br />25B-57 <br />