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<br />3.TERM <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to a two (2) one-year renewals, exercisable by a writing <br />by the City Manager, City Attorney, and General Counsel for the Housing Authority of the City <br />of Santa Ana unless terminated earlier in accordance with Section 15, below. <br />4.INDEPENDENT CONTRACTOR <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 intended nor shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />5.OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all reports which are delivered by Consultant under this <br />Agreement (“Documents & Data”). Consultant represents and warrants that Consultant has the <br />legal right to deliver any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City <br />shall not be 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 />6.INSURANCE <br />Consultant shall procure and maintain for the duration of the contract insurance against <br />claims for injuries to persons or damages to property which may arise from or in connection with <br />the performance of the work hereunder and the results of that work by the Consultant, his agents, <br />representatives, employees or subcontractors. <br />MINIMUM SCOPE AND LIMIT OF INSURANCE <br />Coverage shall be at least as broad as: <br />1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 <br />covering CGL on an “occurrence” basis, including products and completed operations, property <br />damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 per <br />occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply <br />separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be <br />twice the required occurrence limit. <br />2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor <br />has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than <br />Page 2 of 11 <br />#329503v1