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b. Payment by, City be, made withinnforty-five (45) days:following "receipt of
<br />proper invoice evidencing work ;performed, subject i'o'City'accouhtingprocedures,
<br />Payment need not, .lie" made for, 'work, which fails ;to meet ilia sfaridar3s of
<br />performance set forth in the Ree_ itals and Scope of Work; which may reasonablybe
<br />expected by City:.
<br />TERM,
<br />This Agreement shall commence on the date fnif written above ind•terniinate on July 15,
<br />2022, unless terminatedearlier in accordance with Section 39, below:. The term of thisAgreement
<br />maybe"extanded fof one_ 2:yearpenod"upon.a writing ezecutedby;tlie City'Manageriand.City
<br />..Attorney.
<br />•4. PREVAiQnROVAGES
<br />i
<br />Consultant is aware of -the reguirements;of Cal ifori ia'Labdr'Code Section,1720, et seo:;
<br />Arid 1770, .et seq., as well •as 'Califoriit1.a Code :of Regulations; Title 8; Sechon 16000; et"seq.;
<br />("Prevailing 'Wage Laws`% A#h regdire the payriieiit of preVfpling wage• .rates and the;
<br />performance of other requirements on. `)iublic.works" and " cnainteriance" projects.• -If the services.
<br />being performed are part of an applicable "public works" or "maintenance'.project ,as defined by
<br />•tha Prevailig "Wage: Laws; and the total compensation is $1;000 of 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.:&ee and barmless'from any claim or
<br />liability 'arising out of anyfailure or alleged failure to comply with the.Prevailiiig•WageLaw's..
<br />15. INDEPENDENT CONTRACTAR
<br />Consultant shall, :daring .the ,enfire :teen :of this Agreement, be•:construed'to ;be .an
<br />,independent eontractor.and not an employee of the City This'Agreement.is not intended nor shall
<br />it be construed to create an employer-ernployee relationship,, a jotntwenture relationship, of..to,
<br />allow the :City to exercise discretion or control"over-thd professional-iiianner in whieh.Consultant'
<br />performs the services Which are the subject matter of this Agreement; however, .the services to be.
<br />provided by'Consul tint . shall be provided in a manner consrstent,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 • aiid shall be.
<br />responsible'forall'applicablewhthboldih -taxes.
<br />6:- OWNERSHIP, OF MATERIALS
<br />This Agreement creates a non-exclusive and perpe(441 lieense,.for City ,to copy, .use,
<br />modify; reuse; .or sublicense .any and :all copyrights, designs, :and_ ,other "intellectaal property
<br />embodied inplans;=spedifications, studies, drawings; estimates;:and other. doc_ uments or: works of
<br />authorshb) (fixed irii any tangible medium, of expression, including but not linrited .to, •physical
<br />drawings or data magnetically or otherwise recorded -on compirtendiskettes, which arepre-pared•o'r
<br />caused to.,b0 prepared.bI Co-nsultant -under this Agreement':(" Docuinenfs &Data''•). Consultant
<br />shall'require" all siilioon§ultants to agree -in writing, that City is :granted anon -exclusive,' and.
<br />Pagel of 8
<br />25F-44
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