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3. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates <br />and charges identified in Exhibit " ". The total sum to be expended under this Agreement, shall not <br />exceed the annual amount of $ during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which may reasonably <br />be expected by City or as otherwise provided in Exhibit A. <br />4. TERM <br />This Agreement shall cornmence on the date first written above and terminate on <br />unless terminated earlier in accordance with Section 12, below. Additionally, the City may terminate <br />this Agreement if the Santa Ana City Council fails to approve funding for the Agreement for any fiscal <br />year covered herein. This Agreement may be renewed for two additional two -year terms in an annual <br />amount not to exceed $ . Such renewal(s) shall be in a writing executed by the Executive <br />Director of the Parks Recreations and Community 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 independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Contractor performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Contractor shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and <br />similar taxes relating to its 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 maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Contractor shall maintain commercial general <br />liability insurance naming the City, its officers, agents, volunteers, and employees as additional <br />insured(s) and shall include, but not be limited to protection against claims arising from bodily and <br />personal injury, including death resulting therefrom and damage to property, resulting from any act or <br />occurrence arising out of Contractor's operations in the performance of this Agreement, including, <br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the <br />following: single limit coverage applying to bodily and personal injury, including death resulting <br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall <br />supply City with a fully executed additional insured endorsement in substantially the form as set forth <br />in Exhibit "C" attached hereto upon execution of this Agreement. Said endorsement shall be approved <br />in form by the City Attorney. <br />18 <br />