Agmt21 Cleverciti Systems, Corp.

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Services under this Agreement will be paid to all workers, laborers and mechanics employed in the execution of the Services by the Contractor or any subcontractor doing or contracting to do any part of the Services. 11.2. The appropriate determination of the Director of the California Department of Industrial Relations will be filed with and available for inspection at City offices. 11.3. Contractor will post, at each job site, a copy of the prevailing rate of per diem wages. 11.4. The Contractor will forfeit Fifty Dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subcontractor under Contractor. 12. Subcontracting. Contractor will not subcontract any portion of the Services without prior written approval of the City Manager or their designee, except for approved subcontractors set forth in Exhibit "A". If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the subcontractor's acts and omissions as Contractor is for the acts and omissions of persons directly employed by Contractor. Such responsibility will include responsibility for the acts and omissions of the subcontractor's officers, employees, Contractors, subcontractors, and agents. Nothing contained in this Agreement will create any contractual relationship between City and any subcontractor, and Contractor will be responsible for paying subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement, or alternative terms that are no less restrictive than the terms of this Agreement, and with prior written notice to the City Manager or their designee. 13. Other Contractors. City reserves the right to employ other contractors to perform work similar to the Services set forth in this Agreement. 14. License. 14.1 License Grant and Services. Subject to the terms and conditions of this Agreement, Exhibit "D", Contractor grants City a limited, nonexclusive, nontransferable license, without the right to sublicense, to access and use the Services for the parking spaces that have been equipped with parking occupancy sensors under Exhibit "E" during the Term of this Agreement. City will have a worldwide license to access the Services including an unlimited number of users that the City may assign at its sole discretion, and who may access the Services at any one time. 14.2 IP Ownership. The Services and all intellectual property rights therein are the exclusive property of Contractor or its Subcontractors. No implied licenses or rights are granted under this Agreement. City Solution Data is the exclusive property of City, provided that City grants Contractor a license to use and copy the City Solution Data as necessary to provide the Service. Contractor may use City Solution Data in perpetuity for any reasonable business purpose, as long as any Non -Public Data or Personal Data has been removed or de -identified and aggregated. All pre-existing intellectual property of each Party remains the intellectual property of that Party. REV: 12-10-2020 SK AM/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 8 of 54)