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3. TERM <br />This Agreement shall commence on January 1, 2018 and continue for a two (2)yearterm <br />until December 31, 2019, with the option for the City to grant tip to two (2)one(1) year renewals, <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 16, below, <br />4. PREVAILING WAGES <br />Consultant is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, of 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 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 $1,000 or more, Consultant agrees to <br />fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the <br />City, its elected officials, officers, employees and agents free and harmless from any claim or <br />liability arising out of any failure or alleged failure to comply with the Prevailing Wage 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 shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow 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 be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />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 or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />any way in its use of the Documents and Data at any time, provided that any such use not within <br />the purposes intended by this Agreement shall be at City's sole risk. <br />Page 2 of 10 <br />