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1 <br /> project, subject to City accounting procedures. City and Contractor agree that all payments <br /> due and owing under this Agreement shall be made through Automated Clearing House(ACH) <br /> transfers. Contractor agrees to execute the City's standard ACH Vendor Payment <br /> Authorization and provide required documentation. Upon verification of the data provided, <br /> the City will be authorized to deposit payments directly into Contractor's account(s) with <br /> financial institutions. <br /> c. Payment need not be made for work which fails to meet the standards of performance set forth <br /> in the Recitals which may reasonably be expected by City. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above for a three (3) year term, with the <br /> option for the City to grant up to two (2) one-year renewals, exercisable by a writing by the City Manager <br /> 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., and 1770, <br /> et seq., as well as California Code of Regulations, Title 8, Section 16000, ct seq., ("Prevailing Wage <br /> Laws"), which require the payment of prevailing wage rates and the performance of other requirements <br /> on "public works" and "maintenance"projects. If the services being performed are part of an applicable <br /> "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total <br /> compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. <br /> Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents <br /> free and harmless from any claim or liability arising out of any failure or alleged failure to comply with <br /> the Prevailing Wage Laws. <br /> 5. INDEPENDENT CONTRACTOR <br /> Contractor shall, during the entire term of this Agreement, be construed to be an independent <br /> contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br /> create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br /> discretion or control over the professional manner in which Contractor performs the services which are <br /> the subject matter of this Agreement; however,the services to be provided by Contractor shall be provided <br /> in a manner consistent with all applicable standards and regulations governing such services. Contractor <br /> shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br /> taxes relating to employees and shall be 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,modify, reuse, <br /> or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br /> specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br /> tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br /> otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor <br />