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Exhibit 7 <br />Payment by City shall be made within forty-five of days (45) days following receipt <br />of proper invoice evidencing work performed, subject to City accounting <br />procedures. Payment need not be made for work that fails to meet the standards of <br />performance set forth in the Recitals, which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on February 1, 2020 and terminate on January 31, 2024, <br />unless terminated earlier in accordance with Section 15, below. <br />4. PREVAILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, 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. Since the <br />services being performed are part of an applicable "public works" or "maintenance" project, as <br />defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, <br />Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, <br />indemnify and hold the City, its elected officials, officers, employees and agents free and <br />harmless from any claim or liability arising out of any failure or alleged failure to comply with <br />the Prevailing Wage Laws. <br />5. INDEPENDENT CONTRACTOR <br />Contractor 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 <br />construed to create an employer -employee relationship, a joint venture relationship, or to allow the <br />City to exercise discretion or control over the professional manner in which Contractor performs <br />the services which are the subject matter of this Agreement; however, the services to be provided <br />by Contractor shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Contractor 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 />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 <br />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 Contractor under this Agreement ("Documents & Data'). Contractor shall require all <br />subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for <br />any Documents & Data the subcontractor prepares under this Agreement. Contractor represents <br />and warrants that Contractor has the legal right to license any and all Documents & Data. <br />Page 2 of 8 <br />#19700v3 2 5 E -6 <br />