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3. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services, <br />the rates and charges identified in Exhibit "B". The total sum to be expended under this <br />Agreement, shall not exceed the annual amount of $76,3$9 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals, <br />which may reasonably be expected by City or as otherwise provided in Exhibit A. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on May 22, <br />2010 unless terminated earlier in accordance with Section 12, below. Additionally, the City may <br />terminate this Agreement if the Santa Ana City Council fails to approve funding for the <br />Agreement for any fiscal year covered herein. This Agreement may be renewed for two <br />additional two-year terms in an annual amount not to exceed $76,389. Such renewal(s) shall be <br />in a writing executed by the Executive Director of the Parks Recreations and Community <br />Services Agency and the City Attorney. <br />5. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create anemployer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Contractor shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to its <br />employees and shall be responsible for all applicable withholding taxes. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Contractor shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as <br />described below: <br />a. Commercial General Liability Insurance. Contractor shall maintain commercial <br />general liability insurance naming the City, its officers, agents, volunteers, and employees as <br />additional insureds) and shall include, but not be limited to protection against claims arising <br />from bodily and personal injury, including death resulting therefrom and damage to property, <br />resulting from any act or occurrence arising out of Contractor's operations in the performance of <br />this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance <br />2 <br />25Q-6 <br />