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invoice evidencing work performed, subject to City accounting procedures. City and
<br /> Contractor agree that all payments due and owing under this Agreement shall be made
<br /> through Automated Clearing House(ACH) transfers. Contractor agrees to execute the
<br /> City's standard ACH Vendor Payment Authorization and provide required
<br /> documentation. Upon verification of the data provided, the City will be authorized to
<br /> deposit payments directly into Contractor's account(s) with financial institutions.
<br /> Payment need not be made for work which fails to meet the standards of performance
<br /> set forth in the Recitals which may reasonably be expected by City.
<br /> 3. TERM
<br /> This Agreement shall commence on July 2, 2024 and end on July 1, 2027, with the option
<br /> for the City to grant up to one (1), two (2) year extension, exercisable by a writing by the City
<br /> Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below.
<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"), which require the payment of prevailing wage rates and the
<br /> performance of other requirements on"public works" and "maintenance"projects. If the services
<br /> being performed are part of an applicable "public works" or"maintenance"project, as defined by
<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 /> 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 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 /> 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 or
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