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proper invoice evidencing work performed, subject to City accounting <br />procedures. Payment need not be made for work which fails to meet the <br />standards of performance set forth in the Recitals and Scope of Work, which may <br />reasonably be expected by City. <br />3. TERM. <br />This Agreement shall commence on the date first written above and continue for two (2) <br />years, unless terminated earlier in accordance with. Section 17, below. The term of this <br />Agreement may be extended for up to two (2) one-year extensions upon a writing executed by <br />the City Manager and the City Attorney. <br />4. PREVAILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, at seq., <br />and 1770, at seq., as well as California Code of Regulations, Title $, Section 16000, at 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 <br />services being performed are part of an applicable "public works" or "maintenance" project, as <br />defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor <br />agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and <br />hold the City, its elected officials, officers, employees and agents free and harmless from any <br />claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage <br />Laws. <br />S. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire tern of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Contractor shall pay all salaries <br />acid wages, employer's social security taxes, unemployment insurance and similar taxes relating <br />to employees and shall be 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, <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 <br />or caused to be prepared by Contractor under this Agreement ("Documents & Data"). <br />Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive <br />P1ge 2 o1712 <br />25A-50 <br />