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CITY OF SANTA ANA RFP NO.: 20-139 DESIGN, CONSTRUCTION,MAINTENANCE AND MANAGEMENT OF DIGITAL BILLBOARDS AND MANAGEMENT OF BUS SHELTERS AND STOPS 3. TERM This Agreement shall commence on [enter a Start Date or "the date first written above"] for a number W)year term with the option for the City to grant up to a number M-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. LICENSE The City hereby grants to Company an exclusive license for the right to enter and use the Properties (billboard sites, banner locations, bus shelters and bus stops) beginning on the Effective Date, for the Permitted Uses, upon the terms and conditions set forth herein in this Agreement, subject to Company's performance of all of its obligations under this Agreement. This Agreement is intended and shall be construed only as a revocable license to use the Properties and not as a lease or grant of any possessory or other interest. Company shall not use, and shall prohibit its Agents or Invitees from using, the Property other than for the Permitted Uses. The term "Agents" shall mean Company's officers, directors, members, agents, employees, invitees, subcontractors and any employees of such parties. The term "Invitees" shall mean Licensee's invitees, guests, customers, tenants, or business visitors. 5. PREVAILING WAGES Company is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 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 being 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, Company agrees to fully comply with such Prevailing Wage Laws. Company shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT COMPANY Company shall, during the entire term of this Agreement, be construed to be an independent Company and not an employee of the City. This Agreement 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 Company performs the services which are the subject matter of this Agreement; however, the services to be provided by Company shall be provided in a manner consistent with all applicable standards and regulations governing such services. Company shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. City Council 24 — 42 1/18/2022 Page 2 of 9