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CITY OF SANTA ANA <br />RFP NO.: 25-046 <br />PROGRAMMABLE LOGIC CONTROLLER (PLC) PROGRAMMING AND CONSULTING SERVICES <br />3. TERM <br />This Agreement shall commence on the date first written above for a number (3) year -term <br />with the option for the City to grant up to two (2), one-year periods, upon a written execution by <br />the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />17, below. <br />4. PREVAILING WAGES <br />Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and <br />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, <br />Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, <br />indemnify and hold the City, its elected officials, officers, employees and agents free and <br />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 CONTRACTOR <br />Consultant shall, during the entire term 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 <br />the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to <br />be provided by Consultant shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />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, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied <br />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 <br />prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). <br />Consultant shall require all subcontractors to agree in writing that City is granted a non- <br />exclusive and perpetual license for any Documents & Data the subcontractor prepares under <br />this Agreement. Consultant represents and warrants that Consultant has the legal right to <br />license any and all Documents & Data. Consultant makes no such representation and <br />City of Santa Ana RFP 25-046 <br />Programmable Logic Controller (PLC) Programming and Consulting Services <br />Page 26 <br />