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<br />2. COMPENSATION <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br />under this Agreement, the rates and charges identified in Exhibit B. The total sum to <br />be expended under this Agreement, shall not exceed $ during the term of this <br />Agreement, including any extension periods exercised under Section 3. This sum is <br />comprised of (1) the base amount of $ and (2) a contingency in the amount <br />of $ for additional services at the City’s sole discretion. <br /> <br />b. Payment by City shall be made within 45 days (forty-five) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a ________________ <br />with the option for the City to grant up to a _________________ renewals, exercisable by a writing <br />by the City Manager and the City Attorney, unless terminated earlier in accordance with Section <br />16, below. <br /> <br />4. PREVAILING WAGES <br /> <br />Consultant 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 the <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, Consultant agrees to <br />fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the <br />City, its elected officials, officers, employees and agents free and harmless from any claim or <br />liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />EXHIBIT 1