C. E. DEAN ENTERPRISES, INC.-2017

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2. COMPENSATION 2.1 CITY agrees to pay, and CONTRACTOR agrees to accept as total payment for its services, the rates and charges identified in Exhibit "A". The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement (inclusive of additional approved services/ expenses/costs). Payment by CITY shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures. 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. 2.2 Except as expressly provided in Exhibit "A" of this Agreement, CONTRACTOR shall not be entitled to nor receive from CITY any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, CONTRACTOR shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays or other paid leaves of absence of any type or kind whatsoever. 2.3 CITY will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY to CONTRACTOR under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONTRACTOR. CITY has no responsibility or liability for payment of CONTRACTOR'S taxes or assessments. 2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the CONTRACTOR must apply all funds and progress payments received by the CONTRACTOR from the CITY for payment of services, labor, materials or equipment to pay for such services, labor, materials or equipment. Pursuant to California Civil Code section 1479, the CONTRACTOR shall direct or otherwise manifest the CONTRACTOR'S intention and desire that payments made by the CONTRACTOR to subcontractors, suppliers and materialmen shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement. 3. TERM This Agreement shall commence on the date first written above and shall expire December 31, 2017. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of CONTRACTOR'S business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason, CONTRACTOR ceases to be licensed or otherwise authorized to do business in the State of California (as applicable), and the CONTRACTOR fails to remedy such defect or defects within (30) days of the receipt of notice of such defect or defects, unless terminated earlier in accordance with Section 29, below. 4. REQUIRED LICENSES, CERTIFICATES AND PERMITS (a) Any licenses, certificates or permits required by the federal, state, county or municipal governments for CONTRACTOR to provide the services and work described in Exhibit "A" shall be procured by CONTRACTOR, or as applicable, by CONTRACTOR'S agents, subcontractors, materialmen, or other independent contractors and be valid at the time CONTRACTOR enters into this Agreement. Further, VA