Item 18 - Agreements for Urban Area Security Initiative Grant Training Agreements

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2.COMPENSATION a. Contractor shall be paid only for actual services perfornned under this Agreement at the rates identified in Contractor's Cost Proposal - Exhibit B. The cost per class series is $41,450, The total for three series of classes, and the amount to be expended during the term of this Agreement shall not exceed $124,350. b. Payment by City shall be made within foity-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 account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of perfoimance set foith in the Recitals which may reasonably be expected by City. 3.TERM This Agreement shall commence on the date first written above for an initial three (3) year term with the option for the City to grant up to two (2), one (l)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless teiminated earlier in accordance with Section 17, below. 4.PREY AILING WAGES Contractor is aware of the requirements of Califotania Labor Code Section 1720, et seq., and 1770, et seq., as well as Califoinia Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require tlie payment of prevailing wage rates and the performance of otlier requirements on "public works" and "i'naintenance" 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 hamiless 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 teim of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor perfornns the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social