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during the tarn of the Agreement,including any extension periods. b. Payment by City shall be trade within forty-five(45)days!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 doeumontation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Contractor's amount(s) with financial institutions. Payment need not be invade for work which fails to most the standards of performance set forth,in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three(3)year term, with tho option for the City to grant up to one(1)two-year renewal,exercisable by a writing by the City Manager and the City Attotroy,unless terminated earlier in accordance with Section 16, below. 4. FRE WAILING WAGS PREVAILING WAGES Contractor is aware of the-requirements of California Labor Code Section 1720,et seq,, and 1770, et sect., as well as California Coda of Regulations, Title .8, Section 16000, et seq., ('Frevailing Wage 1.,awe), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"iaintenance"projects. If the services being performed are part of an applicable"publio 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 ofif dials, officers, employees atad agents fYee and harmless fl-om any claim or liability arising out of any failure or alleged failure to comply with the Prevailing"Wage Laws. 5. I"XPENDENT CONTRACTOR Contractor shall, during the oatire terns of this Agreement, be construed to be an independent Contractor and not an employee of tho.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 masaor in which Contractor performs the services which are the subject matter of this Agreement,however,the services to be provided by Contractor shall be provided in a manner consistent with.all applicable standards and regulations governing such services,Contxaetor 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 tuxes. 6. -OWNER81.11P OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, Page 2 of 10 I