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institutions. Payment need not be made for work which fails to meet the standards <br /> of performance set forth in the Recitals which may reasonably be expected by City. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above and expire on December <br /> 31, 2026, with the option for the City to grant up to two (2) one (I)-year renewals, exercisable <br /> by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance <br /> with Section 17, below. <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 /> performance 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 CONTRACTOR <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 manner 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 /> 2 <br />