ORANGE COUNTY FIRE AUTHORITY (OCFA) (8)

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2. COMPENSATION a. City agrees to pay, and OCFA agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed Thirty Thousand Dollars and 00/100 ($30,000). b. City and OCFA recognize that all costs and services in Exhibit A will be filled out and completed by OCFA after the Event once all services and costs are assessed, A completed version of Exhibit A, detailing all costs, will be provided by OCFA to the City within thirty(30) days of the completion of services provided for the Event. Any costs above and beyond the total compensation amount provided in Section 2.a,above, are subject to an amendment to be approved and executed by the City and OCFA. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and OCFA agree that all payments due and owing under this .Agreement shall be made through Automated Clearing House (ACH) transfers. OCFA agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into OCFA's account(s) with financial institutions. d. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue through September 30, 2026, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR OCFA shall, during the entire term of this Agreement, be construed to be an independent OCFA and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which OCFA performs the services which are the subject matter of this Agreement; however, the services to be provided by OCFA shall be provided in a manner consistent with ail applicable standards and regulations governing such. services. OCFA 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. S. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property Page 2 of 7 #2098312v2