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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 $900,000 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 the completion of milestones as set forth in Exhibit A, subject to City <br />accounting procedures. 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 September 30, 2012. <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 shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards <br />and regulations governing such services. Consultant shall pay all salaries and wages, employer's <br />social security taxes, unemployment insurance and similar taxes relating to employees and shall <br />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 commercial <br />general liability insurance naming the City, its officers, agents, volunteers, and employees as <br />Page 2 of 8