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<br />Recitals and Scope of Work, which may reasonably be expected by City. <br />3.TERM <br />This Agreement shall commence on the date first written above and terminate on December 19, <br />2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may <br />be extended for one (1) two (2) year period upon a writing executed by the City Manager and City <br />Attorney. <br />4.PREVAILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, <br />et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage <br />Laws”), which require the payment of prevailing wage rates and the performance of other requirements <br />on “public works” and “maintenance” projects. If the services being performed are part of an applicable <br />“public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total <br />compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. <br />Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents <br />free and 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 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 Contractor performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided <br />in a manner consistent with all applicable standards and regulations governing such services. Contractor <br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />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, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property 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 Contractor <br />under this Agreement (“Documents & Data”). Contractor 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. Contractor represents and warrants that Contractor has the <br />legal right to 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. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City’s sole risk. <br />2