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seventeen thousand five hundred dollars ($17,500.00). <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment <br />need not be made for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and will terminate on <br />December 31, 2019, unless terminated earlier pursuant to Section 13 of this Agreement. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee ofthe 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 />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy or use <br />internally within the City, any and all copyrights, designs, and other intellectual property embodied <br />in plans, specifications, studies, drawings, estimates, and other documents or works of authorship <br />fixed in any tangible medium of expression, including but not limited to, physical drawings or data <br />magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be <br />prepared by Consultant under this Agreement ("Documents & Data"). Consultant represents and <br />warrants that Consultant has the legal right to license any and all Documents & Data. Consultant <br />makes no such representation and warranty in regard to Documents & Data which were provided <br />to Consultant by the City. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 <br />of the Labor Code, Consultant, if Consultant has any employees, is required to be <br />insured against liability for worker's compensation or to undertake self-insurance. <br />Prior to commencing the performance of the work under this Agreement, Consultant <br />agrees to obtain and maintain any employer's liability insurance with limits not less <br />than $1,000,000 per accident. <br />#2229v2 <br />