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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, et 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, rouse, <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 />