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Page 2 of 10 <br /> <br /> <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 /> <br />3. TERM <br /> <br />This Agreement shall commence on April 1, 2022 and terminate on March 31, 2025, unless <br />terminated earlier in accordance with Section 17, below. <br /> <br />4. PREVAILING WAGES <br /> <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 /> ³3UHYDLOLQJ :DJH /DZV´  ZKLFK UHTXLUH WKH SD\PHQW RI SUHYDLOLQJ ZDJH UDtes and the <br />SHUIRUPDQFHRIRWKHUUHTXLUHPHQWVRQ³SXEOLFZRUNV´DQG³PDLQWHQDQFH´SURMHFWV,IWKHVHUYLFHV <br />EHLQJSHUIRUPHGDUHSDUWRIDQDSSOLFDEOH³SXEOLFZRUNV´RU³PDLQWHQDQFH´SURMHFWDVGHILQHGE\ <br />the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to <br />fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the <br />City, its elected officials, officers, employees and agents free and harmless from any claim or <br />liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Contractor shall, during the entire term of this Agreement, be construed to be an <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 relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Contractor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided 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 /> <br />6. OWNERSHIP OF MATERIALS <br /> <br />This Agreement creates a non-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, including 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 Contractor under this $JUHHPHQW ³'RFXPHQWV 'DWD´ Contractor <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Contractor represents and warrants that Contractor has the legal right to license any and all <br />Documents & Data. Contractor makes no such representation and warranty in regard to <br />Exhibit 2