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INSURANCE 140T REQUIRED N-2012-049 <br />WORK MApY PROCEED <br />DATE; CLERK <br />Ol0Y1 <br />Q Crr�S Dc N,,(Z7/c0A- SUBSCRIPTION LICENSE AGREEMENT <br />THIS AGREEMENT, made and entered into this 1 st day of July, 2011 by and between <br />ExecutivePulse, Inc., a corporation (hereinafter "Licensor"), and the City of Santa Ana, a charter <br />city and municipal corporation (hereinafter "City"). <br />RECITALS <br />A. Licensor has developed a database of businesses which may be utilized for market <br />research. <br />B. City desires to purchase a license to utilize Licensor's database. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Licensor grants to City a non-exclusive, limited license to use the ExecutivePulse, Inc. <br />databases and documentation, as set forth in Exhibit A to this Agreement. <br />2. COMPENSATION <br />a. City agrees to pay, and Licensor agrees to accept as total payment for its services, the <br />rates and charges identified in Exhibit A. The total sum to be expended under this Agreement <br />shall not exceed $2,000.00 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 work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2012, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the City Manager and the City <br />Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Licensor 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 Licensor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />