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assigned to the 2020 Agreements. <br />2. COMPENSATION <br />a. Contractor under this Agreement. Contractor shall be paid only for services performed <br />under the Agreement at the rates and charges identified in Exhibit C. Contractor is <br />one of six Contractors selected to provide on -call engineering services. The total <br />aggregate amount, among the six contractors, shall not exceed the shared aggregate <br />amount of $2,000,000 during the term of this agreement, including any <br />extension periods. All reimbursable expenses must be approved in writing by the <br />City before they are incurred by Contractor. City shall not be responsible for any <br />reimbursable costs incurred by Contractor without the advance written approval of City. <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. City <br />shall not be assessed any late fees for payments rendered after forty-five (45) days. <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 three (3) year term <br />with the option for the City to grant tip to two (2) one (1) year renewals, exercisable by a writing <br />by the City Manager and the City Attorney, tmless terminated earlier in accordance with Section <br />16, 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 />frilly 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 />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 Contractor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Contractor shall be provided in a manner consistent with all applicable standards and <br />2 <br />