ELITE COMMAND TRAINING CORPORATION (2)

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City, the rates and charges identified in Contractor's Proposal attached hereto as Exhibit B. The total amount to be expended during the initial term of this Agreement shall not exceed $89,890. b. Contractor agrees and understands that funding for this Agreement is contingent upon awarding of grant funding to the City. Should such funds not be awarded to the City, City may opt to terminate this Agreement pursuant to Section 17, below. c. 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. Payment need not be made for work which fails to meet 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 and continue through April 20, 2029, with the option for the City to grant up to two (2) one (1) year extensions, exercisable by a writing by the City Manager and the City Attorney, 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 provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social Page 2 of 9