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3. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />December 4,-2018, unless terminated earlier in accordance with Section 17, below. The term of <br />this Agreement may be extended for up to two 1 -year periods upon a writing executed by the <br />City Manager and City Attorney. <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 />perfonnance 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, Consultant <br />agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and <br />hold the City, its elected officials, officers, employees and agents free and harmless from any <br />claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage <br />Laws. <br />5. INDEPENDENT CONSULTANT <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 nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional mariner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes relating <br />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, <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 Consultant under this Agreement ("Documents & Data'). <br />Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive <br />and perpetual license for any Documents & Data the subconsultant prepares under this <br />Agreement. Consultant represents and warrants that Consultant has the legal right to license any <br />and all Documents & Data. Consultant makes no such representation and warranty in regard to <br />Docurnents & Data which were provided to Consultant by the City. City shall not be limited in <br />Page 2 of 8 <br />25E-4 <br />