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provide City with any such materials whenever requested to do so. The City agrees, however, that plans, <br />drawings or other work product may be used only for the project described herein. <br />c. Except as set forth in section 3.d., below, services, papers and documents provided by <br />Consultant pursuant to or arising out of this Agreement are for the exclusive use of the client for this <br />project only and may not be reused for other projects by the client without Consultant's written consent. <br />Preliminary and other unsigned plans and drawings are not intended to be used for construction. All final <br />plans will be signed. The Consultant is not responsible for plans not signed by the Consultant. <br />d. City may utilize said plans, specifications and documents in connection with the future <br />expansion or remodel of the Ocelot exhibit at the Santa Ana Zoo. City shall release Consultant from <br />liability for City's use of said plans in connection with the remodel, expansion of the exhibit, unless the <br />parties agree otherwise, in writing. <br />4. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates <br />and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed <br />$50,000 during the term of this Agreement. <br />b. Consultant and City may agree upon the performance of additional work beyond the scope of <br />the Proposal. Such agreement shall be in writing executed by the Executive Director of Public Works and <br />Consultant. <br />c. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Invoices shall be submitted monthly. <br />Each invoice shall set forth the services completed in relation to each Phase in the previous month, the <br />percentage of each Phase completed and invoiced, and the total project budget invoiced. Payment need <br />not be 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 />5. TERM <br />This Agreement shall commence on the date first written above and terminate on June 30, 2014, <br />unless terminated earlier in accordance with Section 14, below. The term may be extended upon a <br />writing executed by the Executive Director of Public Works and the City Attorney. <br />6. 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 and <br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />7. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />2 <br />20A -12 <br />