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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 clays (rorty -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 />IOtgJ er ntI near tarn with the option for the City to grant tip to a number (#)-year
<br />renewals, exercisable by a writing by (lie City Manager and the City Attorney, unless terminated
<br />earlier inaccordancewithSection I6,below,
<br />4. PREVAILING WAGES
<br />Consultant 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 g, Section 16000, et seq., ("Prevailing
<br />Wage Laws"), which require the payment of prevailing wage rates and the performance of other
<br />requirements on '�ublic works" and 'lmaintenance" projects. If the services being performed are part of
<br />an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and
<br />the total compensation is $1,000 or more, Consultantagrees to fully comply with such Prevailing Wage
<br />Laws, Consultant shall defend, indemnify and holt( the City, its elected officials, officers, employees
<br />and agents free and harmless from any claim or liability arising out of any failure or alleged failure to
<br />comply with the Prevailing Wage Laws.
<br />8, INDEPENDENT CONTRACTOR
<br />Consultant 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 to
<br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional 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, mo&fy;
<br />reuse, or sublicense any and all copyrights, designs, and other intellectual properly 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 COnSllltant
<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 />1013573:9;11 City of Santa Ana RFP
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