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<br />B. City of Santa Ana shall <br />1) Reimburse aSH up to $9,000.00 for all City issued vouchers submitted to <br />aSH pursuant to this agreement. <br /> <br />2. INDEPENDENT CONTRACTOR <br /> <br />aSH shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee or agent of the City. This Agreement is not intended nor shall it <br />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 aSH <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by aSH shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. aSH shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above and terminate on May 1, <br />2003 unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the Executive Director of the Public <br />Works Agency and the City Attorney. <br /> <br />4. INDEMNIFICATION <br /> <br />aSH agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, aSHs, special counsel, and representatives from liability: (I) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the aSH or its contractors, subcontractors, agents, employees, or <br />other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. <br />This indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. <br /> <br />5. CONFLICT OF INTEREST CLAUSE <br /> <br />aSH covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br /> <br />2 <br />