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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 B. The total sum to be expended under this Agreement <br />shall not exceed $141,200.00 during the term of this Agreement, <br />b. Payment by City shall be made within thirty (30) days following the execution of this <br />agreement and the receipt of proper invoice evidencing the completion of milestones as set forth <br />in Exhibit A, subject to City accounting procedures. Payment need not be made for work that <br />fails to meet the standards of performance set forth in the Recitals that may reasonably be <br />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 fiends, 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 />Aria, <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. <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 an employer-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 />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes relating <br />to employees and shall be responsible for all applicable withholding taxes. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant 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. Consultant shall maintain commcrcial <br />general llabillly insurance naming the City, its oitkers, agents, vnlunte,.'rs, and <br />eliil?I?VCCJ aS <br />Page 2 of 8