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form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time,
<br />paid holidays or other paid leaves of absence of any type or kind whatsoever.
<br />2.3 City will not withhold any Federal or State income taxes or Social Security tax from any payments made by
<br />City to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such
<br />sums is the sole responsibility of Contractor. City has no responsibility or liability for payment of Contractor's taxes or
<br />assessments.
<br />2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor
<br />must apply all funds and progress payments received by the Contractor from the City for payment of services, labor,
<br />materials or equipment to pay for such services, labor, materials or equipment. Pursuant to Civil Code section 1479, the
<br />Contractor shall direct or otherwise manifest the Contractor's intention and desire that payments made by the Contractor
<br />to subcontractors, suppliers and materialmen shall be applied to retire and extinguish the debts or obligations resulting
<br />from the performance of this Agreement.
<br />3. Term.
<br />3.1 The term of this Agreement shall commence on July 1, 2012 and continue in effect for five (5) years
<br />from the date of installation of the kiosk, unless sooner terminated as provided below or unless some other method
<br />or time of termination is listed in Exhibit A.
<br />3.2 Should either party default in the performance of this Agreement or materially breach any of its
<br />provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the
<br />other party.
<br />3.3 This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of
<br />either party, (b) sale of Contractor's business, (c) cancellation of insurance required under the terms of this
<br />Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the
<br />State of California, and the Contractor fails to remedy such defect or defects within (30) days of the receipt of
<br />notice of such defect or defects.
<br />4. Required Licenses, Certificates and Permits.
<br />Any licenses, certificates or permits required by the federal, state, county or municipal governments for
<br />Contractor to provide the services and work described in Exhibit A shall be procured by Contractor and be valid at
<br />the time Contractor enters into this Agreement. Further, during the term of this agreement, Contractor shall maintain
<br />such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are
<br />not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates
<br />and permits will be procured and maintained in force by Contractor at no expense to the City.
<br />5. Office Space, Supplies, Equipment, etc.
<br />Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment,
<br />vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in
<br />Exhibit A to this Agreement. City is not obligated to reimburse or pay Contractor for any expense or cost incurred by
<br />Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in
<br />providing and maintaining such items is the sole responsibility and obligation of Contractor.
<br />6. Insurance.
<br />6.1 Contractor shall take out, and maintain during the life of this Agreement, insurance policies with
<br />coverage at least as broad as follows:
<br />6.1.1 General Liability. Comprehensive general liability insurance covering bodily injury, personal
<br />injury, property damage, products and completed operations with limits of no less than One Million Dollars
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