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DocuSign Envelope ID: 29D1 D31 B-ACOA-432E-9121-2EFB16E35D64
<br />3. TERM
<br />This Agreement shall commence on July 1, 2018, and continue for a three (3) year term with
<br />the option for the City to grant up to a two (2)-year renewal, exercisable by a writing by the City
<br />Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below.
<br />4. PREVAILING WAGES
<br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and
<br />1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing
<br />Wage Laws"), which require the payment of prevailing wage rates and the performance of other
<br />requirements on "public works" and "maintenance" projects. If the services being performed are part
<br />of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws,
<br />and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing
<br />Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers,
<br />employees and agents free and harmless from any claim or liability arising out of any failure or alleged
<br />failure to comply with the Prevailing Wage Laws.
<br />5. INDEPENDENT CONTRACTOR
<br />Contractor shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed
<br />to create an employer -employee relationship, a joint venture relationship, or to allow the City to
<br />exercise discretion or control over the professional manner in which Contractor performs the services
<br />which are the subject matter of this Agreement; however, the services to be provided by Contractor
<br />shall be provided in a manner consistent with all applicable standards and regulations governing such
<br />services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment
<br />insurance and similar taxes relating to employees and shall be responsible for all applicable
<br />withholding taxes.
<br />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
<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 Contractor
<br />under this Agreement ("Documents & Data"). Contractor 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. Contractor represents and warrants that Contractor has
<br />the legal right to license any and all Documents & Data. Contractor makes no such representation and
<br />warranty in regard to Documents & Data which were provided to Contractor by the City. City shall
<br />not be limited in any way in its use of the Documents and Data at any time, provided that any such use
<br />not within the purposes intended by this Agreement shall be at City's sole risk.
<br />INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Contractor shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
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