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b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on the date fust written above and continue until March 5, 2021, unless terminated earlier in accordance with Section 16, below. The tern of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAELING WAGES Consultant is aware of the requirements of California Labor Coda Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, at seq., ("Prevailing Wage Lowe'), which require the payment of prevailing wage rates and the performance of other requirements on `Vublio worlm" and `Smaintmmce" projects. If the services being performed are part of an applicable "P biio wort" Or "maintenance" protect, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, offices, employees and agents free and hermlen from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entre tam of this Agreamcu4 be construed to be an independent contractor and not an employee'of the City; This Agreement is not intended nor shall it be constraod to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which aha the subjectmatter ofthisAgreement; however, the services to beprovided by Consultant shall beprovided in a maoaer consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSEV OF MATERIALS This Agreement creates a non-exclusive andperpetoal license for City to copy, use. modify, reuse, or sublicense any end all copydgbts, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or wcz4 n of mrthorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which aro prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). ConsulUmt shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual lieease for any Documents & Data the subconhwbor prepares under this Agreement. Consultant rerreserts and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not Page 2 of 8 20B-8