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made for work which fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be expected by City. <br />c. Payment need not be made for work that fails to meet the standards of performance <br />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 written papers or materials <br />prepared pursuant to this Agreement, paid for with Grant funds, or composed utilizing <br />information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to <br />Santa Ana upon completion of the services hereunder. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on August <br />31, 2013, unless terminated earlier pursuant to Section 13, below. The terms and conditions of <br />this Agreement may be extended for up to two additional one-year periods on the written <br />agreement of the parties. <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 and <br />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 described <br />below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial <br />general liability insurance which shall include, but not be limited to protection against claims <br />arising from bodily and personal injury, including death resulting therefrom and damage to <br />property, resulting from any act or occurrence arising out of Consultant's operations in the <br />performance of this Agreement, including, without limitation, acts involving vehicles. The <br />amounts of insurance shall be not less than the following: single limit coverage applying to bodily <br />and personal injury, including death resulting therefrom, and property damage, in the total <br />amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, <br />employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not <br />contributory with respect to insurance or self-insurance programs maintained by the City; and (c) <br />contain standard separation of insureds provisions. <br />25D-4