Item 38 - Agreement with Bean Sprouts at the Santa Ana Zoo

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Page 11 of 19 #19793v7 11.UTILITIES The City will pay utilities, which includes water, gas and electricity. 12.INDEPENDENT CONTRACTOR Bean Sprouts shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Bean Sprouts performs the services which are the subject matter of this Agreement; however, the services to be provided by Bean Sprouts shall be provided in a manner consistent with all applicable standards and regulations governing such services. Bean Sprouts shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 13.OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Bean Sprouts under this Agreement (“Documents & Data”). Bean Sprouts shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Bean Sprouts represents and warrants that Bean Sprouts has the legal right to license any and all Documents & Data. Bean Sprouts makes no such representation and warranty in regard to Documents & Data which were provided to Bean Sprouts by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 14.INSURANCE Prior to undertaking performance of work under this Agreement, Bean Sprouts shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the duration of this Agreement: a.Minimum Scope and Limit of Insurance (1)Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply