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1. SCOPE OF SERVICES <br />Consultant shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to <br />fully and adequately complete the services described and set forth in Scope of Services - <br />Exhibit A, attached hereto and incorporated by reference. <br />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 during the term of this Agreement shall not exceed $3,000,000 during <br />the term of this Agreement, including any extension periods exercised under Section 3. <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment <br />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. City has the right and shall <br />retain ten percent (10%) of the invoice amount from each payment until the completed <br />Project has been accepted by the City. <br />3. TERM <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to one (1), two (2)-year renewal, exercisable by a <br />writing by the City Manager and the City Attorney, unless terminated earlier in accordance <br />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 />Page 2 of 10 <br />City of Santa Ana RFP 23-182 <br />Page A2 - 2 <br />