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3. TERM
<br />This Agreement shall be for three (3) years commencing January 1, 2020 and
<br />terminating December 31, 2023, with an option exercisable by the City for two (2) one-year
<br />extensions, exercisable in writing by the City Manager and the City Attorney, unless
<br />terminated earlier in accordance with Section 16, below. All terms and conditions of the
<br />Agreement shall remain effective during any additional renewal term.
<br />4. PREVAILING WAGES
<br />Consultant 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,
<br />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,
<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
<br />with the Prevailing Wage Laws.
<br />S. INDEPENDENT CONTRACTOR
<br />Consultant 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
<br />nor shall it be construed to create an employer -employee relationship, a joint venture
<br />relationship, or to allow the City to exercise discretion or control over the professional
<br />manner in which Consultant performs the services which are the subject matter of this
<br />Agreement; however, the services to be provided by Consultant shall be provided in a
<br />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
<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,
<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
<br />works of authorship fixed in any tangible medium of expression, including but not limited to,
<br />physical drawings or data magnetically or otherwise recorded on computer diskettes, which
<br />are prepared or caused to be prepared by Consultant under this Agreement ("Documents &
<br />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
<br />under this Agreement. Consultant represents and warrants that Consultant has the legal
<br />right to license any and all Documents &Data. Consultant makes no such representation
<br />and warranty in regard to Documents & Data, which were provided to Consultant by the
<br />City. City shall not be limited in any way in its use of the Documents and Data at any time,
<br />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 />City of Santa Ana — Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/State Agency
<br />Liaison and Implementation Monitoring Services
<br />Request for Proposals No. 20-126 Page 31
<br />October 1, 2020
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