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3. TERM. This Agreement shall continence on the date first written above for a three (3) vear term with the option for the Cite to grant tip to a two (2) one (1) vear extensions renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below- 4. PREVAILINC WALES Consultant is aware of the requirements of California Labor Code Section 1720, et seq-, and 1770, ct scq-, as well as California Cock of Regulations, Title 8, Suction 16000, et seq-, ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services Living performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultanl agrees to fully comply with such Prevailing Wagc Laws. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees and agents free and harmless titan any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during dre entire term of this Agreement, be Construed to be an independent contractor and not an employee of the City. This Agrccmcnt is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant pertonns true sen'ices which arc the subject matter of this Agrccmcnt however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shrill be responsible liar all applicable withholding taxes - OWNERSHIP OF MATERIALS Thin Agreement creates a non-exclusive and perpetual license Ibr City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intcllecural property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drare,incN or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agrecanent ('Docturternts & Data"). Consultant shall require all subcontractors to agree in writing that City is 'ranted a 11011-CXCInS1VC and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all I)ocunlentti & Data. Consultant makes no such representation anti warranty in regard to DOCmnnennts & Data which were provided to CUnnSnitant by the City- City shall not be limited in any way in its use of the Documents and Data at any time, provided that airy such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 22 — 6 4/26*02V 1 n