MAD SCIENCE (THE JAY PARTICLE, LLC)

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2. COMPENSATION a. City does not guarantee any minimum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges set forth in Exhibit A or mutually agreed upon by the Parties, in an executed letter agreement, as defined in Section la of this Agreement.The total amount to be expended under this Agreement shall not exceed Ten thousand Dollars and Zero Cents ($10,000). b. Payment by City shall be made 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 documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. C. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work,which may reasonably be expected by city. 3. TERM This Agreement shall commence on May 1, 2026 and terminate on April 30, 2027,unless terminated earlier in accordance with Section 17,below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"maintenance"projects. If the services being performed are part of an applicable"public 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 officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the 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 manner in which Contractor performs the services which are the subject matter of this Agreement;however, the services to be Page 2 of 9