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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 act forth in the
<br />Recitals which may reasonably be expected by City.
<br />3. TERM
<br />This Agreement shall ormirepoic on the date first written above for a
<br />Humin (211 Yur -Urs—witli 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, ot $eq., and
<br />[770, ot seq., as well as California Code of Regulations, Title 8, Section 16000, et sicq., ("Prevailing
<br />Wag ' e Laws"), which require die payment of prevailing wage rates and die perlbithanco of other
<br />requirements on '�ublic woiW' and Inaintenance" projects, I f the services being performed are part of
<br />an applicable "public works" or "imunteauncg" project as defined by the Prevailing Wage Laws, and
<br />thototal compensation is$1,000 or morej Consultant: agrees to fully comply with such Prevailing Wage
<br />Laws, Consultant shall defend, Indemnify and hold the City, Its. cldc4adl officials, officers, employees
<br />and agents free and harinleas firom 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 terni of this Agreement, be construed to be an independent
<br />contractor and not an employee ofthe City. This Agiument Is not intended nor shall it be o0strued to
<br />create an employer-employco relationship, ajoint ve4ijupe relationship, or to allow the City to exercise
<br />discretion or control over the pralessional nianner 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, employees social security taxes, anemploynient insurance
<br />and similar taxes relatingto eingloyevs and shall be responsible for all applicable withholding taxes,
<br />6. OWNERSHIP OF MATERIALS
<br />'Ibis Agreement creates a ruill-exclusive and perpetual license for City to copy, use, mWify;
<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 sgree In
<br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
<br />subcontractor prepares tinder 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 />(01357328'.11 City of Santa Ana RFP
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