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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 <br /> that 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 <br /> unless 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 <br /> notify CONSULTANT of any disputed invoice amounts within ten (10) days of the receipt <br /> of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed <br /> amount shall 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 <br /> this Agreement and be terminated by CONSULTANT without liability to CONSULTANT <br /> upon ten (10) working days advance written notice. <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, <br /> and hold harmless CITY and its elected officials, officers, attorneys, agents, employees, <br /> designated volunteers, successors, assigns and those CITY agents serving as <br /> independent contractors in the role of CITY officials (collectively"Indemnitees"), from and <br /> against any and all damages, costs, expenses, liabilities, claims, demands, causes of <br /> action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, <br /> including fees of accountants, attorneys, or other professionals and all costs associated <br /> therewith, and reimbursement of attorney's fees and costs of defense (collectively <br /> "Liabilities"), whether actual, alleged or threatened, which arise out of, are claimed to arise <br /> out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful <br /> Page 2 of 12 <br /> Agreement for On-Call Professional/Technical Services <br /> R6876-0001\1857588v2.doc <br />