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24. TERM
<br />This Agreement shall commence on the date first written above and terminate on December 31,
<br />2018, unless terminated earlier in accordance with Section 36, below. There will be two (2) one (1)
<br />year options for renewal for the 2019 and 2020 Fiestas Patrias event production exercisable by the City
<br />and subject to approval by Event Producer. In addition, City shall not negotiate with any other event
<br />producer for the 2019 or 2020 Festival without first entering into negotiations with Event Producer.
<br />25. INDEPENDENT CONTRACTOR
<br />Event Producer 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 it be
<br />construed to create an employer-employee relationship, a joint venture relationship, or to allow the City
<br />to exercise discretion or control over the professional manner in which Event Producer performs the
<br />services which are the subject matter of this Agreement; however, the services to be provided by Event
<br />Producer shall be provided in a manner consistent with all applicable standards and regulations
<br />governing such services. Event Producer shall pay all salaries and wages, employer's social security
<br />taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />26. 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 Event
<br />Producer under this Agreement ("Documents & Data"). Event Producer shall require all subcontractors
<br />to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data
<br />the subcontractor prepares under this Agreement. Event Producer represents and warrants that Event
<br />Producer has the legal right to license any and all Documents & Data. Event Producer makes no such
<br />representation and warranty in regard to Documents & Data which were provided to Event Producer by
<br />the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided
<br />that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
<br />Provided however that any drawings and artwork prepared by Event Producer shall remain the sole and
<br />exclusive property of Event Producer and City shall have no right to copy, use, modify, reuse or
<br />sublicense any and all such items other than in connection with the 2018 Festival. The Event Producer
<br />may not use any drawings or artwork that identifies the City of Santa Ana or uses the City seal for any
<br />use other than the 2018 Festival without written authorization.
<br />27. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Event Producer shall maintain
<br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Event Producer shall maintain commercial
<br />general liability insurance naming the City, its officers, employees, agents, volunteers
<br />and representatives as additional insured(s) and shall include, but not be limited to
<br />protection against claims arising from bodily and personal injury, including death
<br />resulting therefrom and damage to property, resulting from any act or occurrence arising
<br />out of Event Producer's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less
<br />than the following: single limit coverage applying to bodily and personal injury, including
<br />death resulting therefrom, and property damage, in an amount not less than $5,000,000
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