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3. TERM <br />This Agreement shall commence on July 1, 2018, and continue for a three (3) year term <br />with the option for the City to grant up to a two (2)-year renewal, exercisable by a writing by <br />the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />16, below. <br />4. PREVAILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., <br />("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the <br />performance of other requirements on "public works" and "maintenance" projects. If the <br />services being performed are part of an applicable "public works" or "maintenance" project, as <br />defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, <br />Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, <br />indemnify and hold the City, its elected officials, officers, employees and agents free and <br />harmless from any claim or liability arising out of any failure or alleged failure to comply with <br />the Prevailing Wage Laws. <br />5. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer -employee relationship, a joint venture relationship, <br />or to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Contractor shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to <br />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, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared <br />or caused to be prepared by Contractor under this Agreement ("Documents & Data"). <br />Contractor shall require all subcontractors to agree in writing that City is granted a non- <br />exclusive and perpetual license for any Documents & Data the subcontractor prepares under <br />this Agreement. Contractor represents and warrants that Contractor has the legal right to <br />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. <br />City shall not be limited in any way in its use of the Documents and Data at any time, provided <br />that any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />Page 2 of 8 <br />25A-4 <br />