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(#) year term with the option for the City to grant up to a number (#)-year renewals, exercisable by a writing
<br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below.
<br />4. PREVAILING WAGES
<br />Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et
<br />seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"),
<br />which require the payment of prevailing wage rates and the performance of other requirements on "public
<br />works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or
<br />"maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more,
<br />Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and
<br />hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability
<br />arising out of any failure or alleged failure to 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 contractor
<br />and not an employee of the City. This Agreement is not intended nor shall it be construed to create an
<br />employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or
<br />control over the professional manner in which Consultant performs the services which are the subject matter of
<br />this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent
<br />with all applicable standards and regulations governing such services. Consultant shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and
<br />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, modify, reuse, or
<br />sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
<br />studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of
<br />expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on
<br />computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement
<br />("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
<br />non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this
<br />Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all
<br />Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data
<br />which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
<br />and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at
<br />City's sole risk.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability
<br />insurance naming the City, its officers, employees, agents, volunteers and representatives as
<br />additional insured(s) and shall include, but not be limited to protection against claims arising
<br />from bodily and personal injury, including death resulting therefrom and damage to property,
<br />City of Santa Ana RFP 18-064
<br />29&-97
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