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provide City with any such materials whenever requested to do so. The City agrees, however, that plans, drawings or other work product may be used only for the project described herein. c. Except as set forth in section 3.d., below, services, papers and documents provided by Consultant pursuant to or arising out of this Agreement are for the exclusive use of the client for this project only and may not be reused for other projects by the client without Consultant's written consent. Preliminary and other unsigned plans and drawings are not intended to be used for construction. All final plans will be signed. The Consultant is not responsible for plans not signed by the Consultant. d. City may utilize said plans, specifications and documents in connection with the future expansion or remodel of the Ocelot exhibit at the Santa Ana Zoo. City shall release Consultant from liability for City's use of said plans in connection with the remodel, expansion of the exhibit, unless the parties agree otherwise, in writing. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $50,000 during the term of this Agreement. b. Consultant and City may agree upon the performance of additional work beyond the scope of the Proposal. Such agreement shall be in writing executed by the Executive Director of Public Works and Consultant. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Invoices shall be submitted monthly. Each invoice shall set forth the services completed in relation to each Phase in the previous month, the percentage of each Phase completed and invoiced, and the total project budget invoiced. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 14, below. The term may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 2 20A -12