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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 he expected by City. 3. TERM This Agreement shall commence on the date first written above and oontinue until March 5, 2021, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware ofthe requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on'pOlic works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, 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, officars, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with, the Prevailing Wage Laws. S. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee -of the City; This Agreement is not intended nor shall it be construed 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 perfotms the services which are the subject matter ofthis Agreement; however, the services to be provided by Consultant shall beprovided in a manner 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. OWNERSffiP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specification, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement e Documents & Data',. Consultant shall require all subcontractors to agroe in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents 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 4