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'- 3. Compensation The City will pay to Vendor total compensation under this Agreement which shall not exceed $45,000 for the four -year term period. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. Insurance Insurance is not required due to the services being provided, Vendor will never enter City property; all services are provided off -site and/or via telephone lines /cables /mail. 5. Independent Contractor Vendor agrees that Vendor is an independent contractor and not an employee of the City and all of Vendor's personnel shall be employees of Vendor and not employees of the City. Vendor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. Cancellation Either party may terminate this Agreement for any reason upon sixty (60) calendar days written notice to the other party. Written notice shall be given personally or sent through the U.S. Mail, first class, certified, return receipt requested. Written notice is effective five days after mailing. 7. Notice Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: Manager, Information Services 2 of 4