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b. Payment. by City shall be made within forty-five (45) days following receipt of
<br />proper invoice evidencing work performed, subject to City accounting procedures,
<br />Payment need not be made for work which fails to -meet the standards of
<br />performance set forth in the Recitals and Scope of Work, which may reasonably be
<br />expected by City.
<br />3. TERM
<br />This Agreement shall commence on tine date first written above and terminate on ;lily 15,
<br />2022, unless terminated earlier in accordance with Section 17, below. 'The Term of this Agreement
<br />may be extended for one 2-yoar period upon a writing executedby the City Manager and City
<br />Attorney.
<br />4, PREVAILING WAGES
<br />Consultant is aware of the requirements of California Labor Code Section 1720, of seq.,
<br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section 15000, 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 harniless horn any claim or
<br />liability arising out of arty failure or alleged failure to comply with the Prevailing Wage Laws,
<br />5. INDEPENDENT CONTRACTOR
<br />Consultant shall, dosing the entire term of this Agreement, be construed to be all
<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 relation, -ship, or to
<br />allow the City to exercise discretion or control over the professional inamier 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 stanch- ds and
<br />regulations governing such: services. Consultant shalt pay all salaries and wages, employer's social
<br />scciurity 'taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />6. OWNTRSH[P OF MATERIALS
<br />This Agreement creates a Lion -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, inchudn".ng 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 ("Doenments & Data"). Consultant
<br />shall require all srrbeonsultants to agree in writing that City is granted a non-exclusive and
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