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* The City of Santa Ana did not agree to the below stated contract changes, and they
<br />were not included in the final agreement considered for approval by the City Council,
<br />b. payment by City shall be made within 45 days (forty-five) days following receipt of proper
<br />invoice evidencing work performed, subject to City accounting procedures. payment need
<br />not be made for work which fails to meet the standards of performance set forth in the
<br />Recitals which may reasonably be expected by City.
<br />3. TERM
<br />This Agreement shall commence on the date first written above for a
<br />ftumiter rat yur term with the option for the City to grant up to a number (#)-year
<br />renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated
<br />earlier In accordance with Section 16, below,
<br />4. PREVAILING WAGES
<br />Consultant is aware of the requirements of California labor Code Section .1720, of $eq., and
<br />[770, of seq., as well as California Code of Regulations, Title 8, Section 16000, et sect, ("prevailing
<br />Wage Laws"), which require the payment of prevailing wage rates and the performance of other
<br />requirements on 'public wor'Ids" and Inaintenance" projects, I t the services being performed are part of
<br />an applicable "public works" or 'hm unteaunce" project, as defined by the prevailing Wage Laws, and
<br />thetotal compensation is $1,000 or more, Consultant agrees to fully comply with such prevailing Wage
<br />Laws, Consultant shall defend, indemnify and bold the City, Its. clectedi officials, officers, employees
<br />and agents free and harmleas from any claim or liability arising out of say failure or alleged failure to
<br />Comply with the prevailing Wage Laws.
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee ofthe City. This Agreement Is, not intended nor shall it be o0strued to
<br />create an employer-employce relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the processional 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 in 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 />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, mreciify;
<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 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 />t01357328;11 City of Santa Ana RFP
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