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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 />