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CITY OF SANTA ANA <br />RFP NO.: 20-139 <br />DESIGN, CONSTRUCTION, MAINTENANCE AND MANAGEMENT <br />OF DIGITAL BILLBOARDS AND MANAGEMENT OF BUS SHELTERS AND STOPS <br />3. TERM <br />This Agreement shall commence on [enter a Start Date or "the date first written above"] for a <br />number (#) year term with the option for the City to grant up to a number (#)-year renewals, exercisable <br />by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with <br />Section 16, below. <br />4. LICENSE <br />The City hereby grants to Company an exclusive license for the right to enter and use the Properties <br />(billboard sites, banner locations, bus shelters and bus stops) beginning on the Effective Date, for the <br />Permitted Uses, upon the terms and conditions set forth herein in this Agreement, subject to Company's <br />performance of all of its obligations under this Agreement. <br />This Agreement is intended and shall be construed only as a revocable license to use the Properties <br />and not as a lease or grant of any possessory or other interest. <br />Company shall not use, and shall prohibit its Agents or Invitees from using, the Property other <br />than for the Permitted Uses. The term "Agents" shall mean Company's officers, directors, members, <br />agents, employees, invitees, subcontractors and any employees of such parties. The term "Invitees" shall <br />mean Licensee's invitees, guests, customers, tenants, or business visitors. <br />5. PREVAILING WAGES <br />Company 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, Company agrees to fully comply with such Prevailing Wage Laws. <br />Company 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 COMPANY <br />Company shall, during the entire term of this Agreement, be construed to be an independent <br />Company 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 Company performs the services which are the <br />subject matter of this Agreement; however, the services to be provided by Company shall be provided in <br />a manner consistent with all applicable standards and regulations governing such services. Company shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br />Page 2 of 9 <br />