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and charges identified in Exhibit A. The hourly rate to be charged for Program Management services shall <br />not exceed $45.00. The total sum to be expended pursuant to this Agreement shall not exceed <br />$1,000,000 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing the completion of deliverables as set forth in Exhibit A, subject to City accounting <br />procedures. Payment need not be made for work that fails to meet the standards of performance set <br />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 by <br />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 Ana. <br />4. TERM <br />This Agreement shall commence on the date first written above and terminate on satisfactory <br />completion of all training and submission of required evaluation and After Action Reports to the City, <br />which the parties agree should be substantially complete on or before September 30, 2015. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance <br />and similar taxes relating 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 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 <br />bodily and personal injury, including death resulting therefrom, and property damage, in the <br />25C-4