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2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Compensation - Exhibit B. The total amount <br />to be expended under this Agreement shall not exceed $xxxxxx during the term of this <br />Agreement, including any extension periods exercised under Section 3. <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 />3. TERM <br />This Agreement shall commence on the date first written above for a number (#) year <br />term with the option for the City to grant up to a number (#)-year renewals, exercisable <br />by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 16, below. <br />4. PREVAILING WAGES <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 <br />seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and <br />the performance of other requirements on "public works" and "maintenance" projects. If <br />the services being performed are part of an applicable "public works" or "maintenance" <br />project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or <br />more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant <br />shall defend, indemnify and hold the City, its elected officials, officers, employees and <br />agents free and harmless from any claim or liability arising out of any failure or alleged <br />failure to comply with the Prevailing Wage Laws. <br />5. INDEPENDENT CONTRACTOR <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 <br />nor shall it be construed to create an employer -employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible <br />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, <br />City of Santa Ana RFP 23-123 <br />Page A2-2 <br />