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Payment need not be made for work that fails to meet the standards of performance
<br />set forth in the Recitals and Scope of Work, which may reasonably be expected by
<br />City.
<br />3. TERM
<br />This Agreement shall commence on the date first written above and terminate on March
<br />25, 2023 after the event, or one calendar day after the event, whichever occurs first, unless
<br />terminated earlier in accordance with Section 17, below,
<br />4. PREVAILING WAGES
<br />Vendor is aware of the requirements of California Labor Code Section 1720, or seq., and
<br />1770, et seq., as well as Cali£orrria Code of Regulations, Title 8, Section 16000, et seq.,
<br />("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
<br />performance of other requirements on "public works" and "maintenance" projects. If the services
<br />being performed are part of an applicable "public works" or "maintenance" project, as defined by
<br />the Prevailing Wage Laws, and the total compensation is $t,000 or more, Vendor agrees to fully
<br />comply with such Prevailing Wage Laws. Vendor shall defend, indemnify and hold the City, its
<br />elected officials, officers, employees and agents free and harmless from any claim or liability
<br />arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
<br />S. INDEPEN'DENT CONTRACTOR
<br />Vendor shall, during the entire teen 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
<br />construed to create an employer -employee relationship, a joint venture relationship, or to allow the
<br />City to exercise discretion or control over the professional manner in which Vendor performs the
<br />services which are the subject matter of this Agreement; however, the services to be provided by
<br />Vendor shall be provided in a manner consistent with all applicable standards and regulations
<br />governing such services. Vendor shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes,
<br />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exchrsive 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 or
<br />caused to be prepared by Vendor tinder this Agreement ("Documents & Data"). Vendor shall
<br />require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual'
<br />license for any Documents & Data the subcontractor prepares under this Agreement, Vendor
<br />represents and warrants that Vendor has the legal right to license any and all Documents & Data.
<br />Vendor makes no such representation and warranty in regard to Documents & Data that were
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