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3. Compensation <br /> <br /> The City will pay to Contractor total compensation under this Agreement which shall not <br />exceed $15,000 in the initial period of this agreement. Increases in pricing during any renewal <br />period are identified in Exhibit B. <br /> <br />4. Insurance <br /> <br /> Shall provide the City with proof of general liability insurance naming the City of Santa <br />Ana its' officers, agents and employees as additional insured(s), as well as proof of workers' <br />compensation insurance and automobile insurance as required by State law. <br /> <br />5. Independent Contractor <br /> <br /> Contractor agrees that Contractor is an independent contractor and not an employer of the <br />City and all Contractor's personnel shall be employees of Contractor and not employees of the <br />City. Contractor shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br /> <br />6. Cancellation <br /> <br /> Either party may terminate this Agreement for any reason upon thirty (30) calendar days <br />written notice to the other party. Written notice shall be given personally or sent through the U.S. <br />Mail, first class, certified, return receipt requested. Written notice is effective five days after <br />mailing. <br /> <br />7. Assigxanent <br /> <br /> Contractor shall not assign or transfer any interest in this Agreement, whether by <br />assignment or novation, without the prior written consent of City; provided, however, that claims <br />for money due or to become due from City under this Agreement may be assigned to a bank, <br />trust company or other financial institution, or to a trustee in bankruptcy, without such approval. <br />Notice of any such assignment or transfer shall be promptly furnished to City. <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of the <br />Contractor, Contractor may not assign, transfer, delegate, or sublet any interest therein without <br />the prior written consent of the City and any such assignment, transfer, delegation or sublease <br />without the City's prior written consent shall be considered null and void. <br /> <br /> Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject of this Agreement performed by City personnel or by other <br />Contractor's retained by the City. <br /> <br />2of19 <br /> <br /> <br />