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b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need <br />not be made for work which fails to meet the standards of performance set forth in �he <br />Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on [enter a Start Date or "the date first written above"] for a <br />number (#) year term with the option for the City to grant up to a number M -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., and <br />1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing <br />Wage Laws"), which require the payment of prevailing wage rates and the performance of other <br />requirements on "public works" and "maintenance" projects. If the services being performed are part of <br />an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and <br />the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage <br />Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees <br />and agents free and harmless from any claim or liability arising out of any failure or alleged failure to <br />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 independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance <br />and similar taxes relating 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, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has <br />the legal right to license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not <br />City of Santa Ana RFP <br />Page A2-2 <br />25G-21 <br />