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<br />2 <br /> <br />proper invoice evidencing work performed, subject to Authority accounting <br />procedures. Authority and Contractor agree that all payments due and owing under <br />this Agreement shall be made through Automated Clearing House (ACH) transfers. <br />Contractor agrees to execute the Authority’s standard ACH Vendor Payment <br />Authorization and provide required documentation. Upon verification of the data <br />provided, the Authority will be authorized to deposit payments directly into <br />Contractor’s account(s) with financial institutions. Payment need not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be expected by Authority. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above and expire on April 20, <br />2027, unless terminated earlier in accordance with Section 16, below. <br /> <br />4. PREVAILING WAGES <br /> <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 th e <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 />Authority, its elected officials, officers, employees and agents free and harmless from any claim <br />or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the Authority. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the Authority to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Contractor shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to employees <br />and shall be responsible for all applicable withholding taxes. <br /> <br />6. OWNERSHIP OF MATERIALS <br /> <br />This Agreement creates a non-exclusive and perpetual license for Authority 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 <br />EXHIBIT 1