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Director of Pub lie Works or their designated representative, which acceptance shall <br />not be unreasonably withheld. <br />2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services <br />for City, the rates and charges identified in Exhibit A. The total amount to be <br />expended during the term of this Agreement shall not exceed Sixty -Eight <br />Thousand, Three Hundred Forty -One Dollars and Zero Cents ($68,341). This sum <br />is comprised of (1) a base fee of $62,127.86 and (2) a contingency in the amount <br />of $6,213.14 for additional services at the City's sole discretion. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />City and Contractor agree that all payments due and owing under this Agreement <br />shall be made through Automated Clearing House (ACH) transfers. Contractor <br />agrees to execute the City's standard ACH Vendor Payment Authorization and <br />provide required documentation. Upon verification of the data provided, the City <br />will be authorized to deposit payments directly into Contractor's account(s) with <br />financial institutions. <br />C. Payment need not be made for work that fails to meet the standards of performance <br />set forth in the Recitals which may be reasonably expected by the City <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on December <br />31, 2025. The City shall have the option to renew this Agreement for up to one (1) additional one- <br />year term, exercisable by a writing by the City Manager and the City Attorney, unless terminated <br />earlier in accordance with Section 17, below. <br />4. PREVAILING WAGES <br />Contractor 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, Contractor agrees to <br />fully comply with such Prevailing Wage Laws. Contractor 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 />5. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />Page 2 of 10 <br />