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ARTICLE 2 <br />COMPENSATION <br />2.1 Rates; Expense Reimbursement <br />2.1.1 CITY agrees to compensate CONSULTANT in accordance with <br />CONSULTANT's Schedule of Hourly Rates, which is within Exhibit A and shall meet or <br />exceed prevailing wage rates, and in any case an amount not to exceed Sixty Thousand <br />Dollars ($60,000) per fiscal year for services as described in Article 1. On-call services that <br />are reimbursed by a trust deposit shall not count towards the maximum amount <br />CONSULTANT shall be paid for such services. The rates in Exhibit A shall be in effect <br />through the end of the term of this Agreement. <br />2.1.2 CITY will not reimburse CONSULTANT for costs and expenses unless <br />such costs and expenses are previously approved by CITY. <br />2.2 Payment of Compensation <br />CONSULTANT shall submit monthly invoices for the work completed in the <br />previous month. CITY agrees to authorize payment for all undisputed invoice amounts <br />within thirty (30) days of receipt of each invoice. CITY agrees to use its best efforts to notify <br />CONSULTANT of any disputed invoice amounts within ten (10) days of the receipt of each <br />invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount shall <br />not be deemed a waiver of CITY's right to challenge such amount. <br />Additionally, in the event CITY fails to pay any undisputed amounts due <br />CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY <br />agrees that CONSULTANT shall have the right to consider the default a total breach of this <br />Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten <br />(10) working days advance written notice. <br />2.3 Prevailing Wages <br />CITY and CONSULTANT acknowledge that this project is a public work to <br />which prevailing wages apply. The Terms for Compliance with California Labor Law <br />Requirements is attached hereto as Exhibit B and incorporated herein by this reference. <br />ARTICLE 3 <br />INDEMNIFICATION AND INSURANCE <br />3.1 Indemnity <br />3.1.1 Indemnity for Design Professional Services. To the fullest extent <br />permitted by law, CONSULTANT shall, at its sole cost and expense, protect, indemnify, and <br />hold harmless CITY and its elected officials, officers, attorneys, agents, employees, <br />designated volunteers, successors, assigns and those CITY agents serving as independent <br />contractors in the role of CITY officials (collectively "Indemnitees"), from and against any <br />and all damages, costs, expenses, liabilities, claims, demands, causes of action, <br />Page 2 of 12 <br />Agreement for On -Call Professional/Technical Services <br />R6876-0001 \1857600v3.doc <br />