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(9)
<br />CITY OF SANTA ANA
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
<br />sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies,
<br />drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,
<br />including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
<br />which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data").
<br />Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual
<br />license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
<br />warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such
<br />representation and 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 such use not
<br />within the purposes intended by this Agreement shall be at City's sole risk.
<br />6. INSURANCE
<br />Company shall procure and maintain for the duration of the contract insurance against claims for security
<br />breaches, system failures, injuries to persons, damages to software, and damages to property (including computer
<br />equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and
<br />breach of data, which may arise from or in connection with the performance of the work hereunder by Company, its
<br />agents, representatives, or employees.
<br />MINIMUM SCOPE OF INSURANCE
<br />Coverage shall be at least as broad as:
<br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an
<br />"occurrence" basis, including products and completed operations, property damage, bodily injury and
<br />personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general
<br />aggregate.
<br />2. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and
<br />$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by Company in this agreement and shall include, but not be limited to, claims involving security
<br />breach, system failure, data recovery, business interruption, cyber extortion, social engineering,
<br />infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade
<br />dress, invasion of privacy violations, information theft, and release of private information. The policy shall
<br />provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring
<br />expenses.
<br />3. Workers' Compensation: as required by the State of California, with statutory limits, and Employer's
<br />Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or
<br />disease .
<br />4. Professional Liability (PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000
<br />aggregate.
<br />If Company maintains broader coverage and/or higher limits than the minimums shown above for any line
<br />of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained
<br />by Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and
<br />coverage shall be available to Customer.
<br />Other Insurance Provisions
<br />The above required insurance policies are to contain or be endorsed to contain the following provisions:
<br />City of Santa Ana RFP No. 24-104 Page 23 of 35
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