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2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, <br />the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement <br />shall not exceed $750,000 during the term of this Agreement. <br />b. Payment by City shall be made following receipt of proper invoice evidencing the <br />completion of milestones as set forth in Exhibit A, subject to the following process: <br />1. Consultant shall deliver a detailed invoice to the City of Santa Ana <br />2. At the time of delivery to City, Consultant shall deliver a copy of each invoice to <br />the Designated Point of Contact for each Agency for which services were <br />rendered. The effected Agency shall, within ten days of receipt, notify City of <br />any discrepancies in the billing, or unsatisfactory delivery of services or materials. <br />3. If City does not receive a challenge from any Agency, City shall pay the invoice <br />within thirty (30) days of receipt of the invoice, subject to City accounting <br />procedures. <br />c. Payment need not be made for work that fails to meet the standards of <br />performance set forth in the Recitals that may reasonably be expected by City. <br />3. USE AND OWNERSHIP OF DOCUMENTS <br />It is understood by and agreed to between the parties that all documents, outlines, <br />materials distributed during classes, and any other written papers or materials prepared for the <br />presentations hereunder, paid for with Grant funds, or composed utilizing information provided <br />by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon <br />completion of the services hereunder. Santa Ana shall grant Consultant a license to utilize such <br />property for its own business purposes so long as such use is not contrary to the interests of Santa <br />Ana. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />satisfactory completion of all training and exercises and submission of required evaluation and <br />After Action Reports to the City, which the parties agree should be substantially complete on or <br />before March 1, 2010. <br />5. INDEPENDENT CONTRACTOR <br />Consultant 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 />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />25B-4 <br />