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exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with
<br />Section 15, below.
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant 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 Consultant performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be
<br />provided !it a manner consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance
<br />and similar taxes relating to employees and shall be 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, 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 lhnited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
<br />under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree in
<br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
<br />subcontractor prepares under this Agreement, Consultant represents and warrants that Consultant has
<br />the legal right to license 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 shall not
<br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not
<br />within the purposes intended by this Agreement shall be at City's sole risk.
<br />6. INSURANCE
<br />Prior to undertaking performance of work ander this Agreement, Consultant shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant 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 />Consultant'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 the total amount of $1,000,000 per
<br />occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its
<br />officers, employees, agents, and representatives as additional insured(s); (b) be primary
<br />and not contributory with respect to insurance or self-insurance programs maintained by
<br />City of Santa Ana RFP
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