USA SHADE & FABRIC STRUCTURES (SHADE STRUCTURES, INC.)

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Director of Public Works or their designated representative,which acceptance shall not be unreasonably withheld, 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed Sixty-Eight Thousand,Three Hundred Forty-One Dollars and Zero Cents ($68,341). This sum is comprised of(I) a base fee of$62,127.86 and (2) a contingency in the amount of$6,213.14 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's accounts) with financial institutions. c. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may be reasonably expected by the City 3. TERM This Agreement shall commence on the date first written above and terminate on December 31,2025. The City shall have the option to renew this Agreement for up to one(1) additional one- year term, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works"and "maintenance"projects. If the services being performed are part of an applicable "public works" or"maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an Page 2 of 10