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financial institutions. Payment need not be made for work which fails to iaxeet thO ,. standards of perfor'rnance set forth in the recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 24,2025 and terminate on September 30,2025, unless terminated earlier in accordance with Section 17,below. 4. PRE,VAILING WAGES Consultant is aware of the requirements of California Labor Code Section. 1720, of seq., and 1770, et seq., as well as California Code of regulations, Title 8, Section 16000, et seq., r°`I' vailing--V1�a —Lays' , rhicb� .�k�e._pa+meat of prevailingwage 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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless fiom Any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INIIEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor 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 profbssional manner ill which Consultant performs the services which are the subject matter of this Agreement;however, the services to be provided by Consultant shall be,provided in a tuanner consistent with all applicable standards and regulations governing such services.Consultant 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plates, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in an tangible medium of expression,including but not limited to,physical drawings or data magnet I ically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement("Documents &Data). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents &Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all. Documents & Data. Consultant makes no such representation and warranty in regard to Documents&Data which were j provided to Consultant by the City, City shall not be limited in Page 2 of 14 i i