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<br /> <br /> <br /> <br /> <br /> <br /> <br /> 2. COMPENSATION <br /> <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 <br /> Agreement for the services set forth in Exhibit A shall not exceed $270,000.00. <br /> <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 /> <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 /> <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 April 30, 2014. <br /> <br /> 5. INDEPENDENT CONTRACTOR <br /> <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 /> <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 /> <br /> Page 2 of 10 <br /> <br /> 25G-4 <br />