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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 porfolmance set forth in the Recitals and Scope of Work, which may
<br />reasonably he 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 CityManager and the City Attorney:
<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'l, which require, the payment of prevailing, wage rates' and the
<br />performance of other "requirerrients 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 />bold the City, its elected officlals, officers, employees and agents free and harmloss from any
<br />claim or liability ai°islng out of any failure or alleged failure to comply with the Prevailing Wage
<br />Laws.
<br />5. INDEPENDENT CONTRACTOR
<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
<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 />and 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 note -exclusive and perpetual license for City to copy, use,
<br />modify, reuse, or sublicense 'any and all copyrights, designs, and. other intellectual property.
<br />embodie&in plans, specifications, studies, drawings,, estimates, and, other,d'ocuments 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 />,or
<br />shall require' all' subcontractors to agree in writing that City is granted a non-exclusive
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