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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 />5. 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 AND LIMIT OF INSURANCE
<br />Coverage shall be at least as broad as:
<br />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. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits
<br />no less than $1,000,000 combined single limits.
<br />3. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the
<br />Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and
<br />$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by the Company in this agreement and shall include, but not be limited to, claims involving
<br />business interruption, damage to or destruction of electronic information, and alteration of electronic
<br />information. The policy shall provide coverage for Company's failure to provide professional services and/or
<br />products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration
<br />of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody,
<br />or control of Company.
<br />4. 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 />If Company maintains broader coverage and/or higher limits than the minimums shown above for any line of
<br />coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by
<br />Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage
<br />shall be available to Customer.
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