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under this Agreement at the rates and charges identified in Exhibit A for events specified in Exhibit A and Exhibit B for events not specified in Exhibit A, each attached hereto and incorporated in full. The total amount to be expended under this Agreement shall not exceed Twenty-Five Thousand Dollars and 00/100 ($25,000) b. Payment by City shall be made within forty-five (45) days of Event following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. All payments are final and non-refundable. c. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. CANCELLATION AND RESCHEDULING a. Once an Event is confirmed with the City, if the City unilaterally cancels the Event, full payment shall be made to Contractor pursuant to the terms in Section 2(b), above. b. Any rescheduling of an Event, for any reason, must be confirmed at least three (3) weeks prior to the Event. 4. TERM This Agreement shall commence on July 1, 2024, and terminate on June 30, 2025, unless terminated earlier in accordance with Section 17, below. 5. PREVAILING WAGES Contractor is aware of the 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"public 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, 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. Page 2of10