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timely completion of the Project, a threat to the safety of persons or property, or any <br />employee who fails or refuses to perform the Services in a manner acceptable to the <br />City, shall be promptly removed from the Project by the Consultant and shall not be re- <br />employed to perform any of the Services or to work on the Project. <br />Laws and Regulations. Consultant shall keep itself fully informed of and in compliance <br />with all local, state and federal laws, rules and regulations in any manner affecting the <br />performance of the Project or the Services and shall give all notices required by law. <br />Consultant shall be liable for all violations of such laws and regulations in connection <br />with Services. If the Consultant performs any work knowing it to be contrary to such <br />laws, rules and regulations and without giving written notice to the City, Consultant <br />shall be solely responsible for all costs arising wherefrom. Consultant shall defend, <br />indemnify and hold City, its officials, directors, officers, employees and agents free <br />and harmless, pursuant to the indemnification provisions of this Agreement, from any <br />claim or liability arising out of any failure or alleged failure to comply with such laws, <br />rules or regulations. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services <br />an amount not to exceed $5,000 per month or $60,000 yearly. The total amount to <br />be expended during the term of the Agreement shall not exceed $180,000. <br />b. Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses <br />unless authorized in writing by City. <br />C. 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 />Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals and Scope of Work, which may reasonably be <br />expected by 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 a one year (1) -year renewal, exercisable by a writing by <br />the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, <br />below. <br />4. 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 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 />E%IBIT 2 <br />