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2. COMPENSATION <br />a. Contractor shall be paid only for actual services performed under this Agreement at the <br />rates identified in Contractor's Cost Proposal — Exhibit B. The cost per class shall <br />not exceed $7,872.70. The cost for eight classes and the total amount to be expended <br />during the term of this Agreement shall not exceed $62,981.60. <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. City and <br />Contractor agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Contractor agrees to execute the <br />City's standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Contractor's account(s) with financial institutions. <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 an initial three (3) year <br />term with the option for the City to grant up to two (2), one (I) -year renewals, exercisable by a <br />writing by the City Manager and the City Attorney, unless terminated earlier in accordance with <br />Section 17, 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 />fully 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 />regulations governing such services. Contractor shall pay all salaries and wages, employer's social <br />