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(9)
<br />professional manner in which Consultant performs the services which are the subject matter of this Agreement;
<br />however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br />standards and 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 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 />Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries
<br />to persons or damages to property which may arise from or in connection with the performance of the work
<br />hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
<br />MINIMUM SCOPE OF INSURANCE
<br />Coverage shall be at least as broad as:
<br />Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL
<br />on an "occurrence" basis, including products and completed operations, property damage, bodily injury
<br />and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general
<br />aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
<br />(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
<br />Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000
<br />aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by Vendor 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,
<br />trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic
<br />information, release of private information, and alteration of electronic information. The policy shall
<br />provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring
<br />expenses.
<br />o Technology Professional Liability Errors and Omissions Insurance appropriate to the
<br />Consultant's profession and work hereunder, with limits not less than $2,000,000 per
<br />occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by the Vendor in this agreement and shall include, but not be limited to, claims
<br />involving security breach, system failure, data recovery, business interruption, cyber extortion,
<br />social engineering, infringement of intellectual property, including but not limited to infringement
<br />of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage
<br />to or destruction of electronic information, release of private information, and alteration of
<br />electronic information. The policy shall provide coverage for breach response costs, regulatory
<br />fines and penalties as well as credit monitoring expenses.
<br />■ The Policy shall include, or be endorsed to include, property damage liability
<br />coverage for damage to, alteration of, loss of, or destruction of electronic data and/or
<br />information "property" of the Agency in the care, custody, or control of the Vendor. If
<br />City of Santa Ana RFP No. 23-165 Page 31 of 196
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