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3. USE AND OWNERSHIP OF DOCUMENTS
<br />It is understood by and agreed to between the parties that all documents, outlines,
<br />materials, prepared for the COPS, paid for with Grant funds, or composed utilizing information
<br />provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana
<br />upon completion of the services hereunder. Santa Ana shall grant Siemens 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. COMPENSATION
<br />City agrees to pay, and Siemens agrees to accept as total payment for the fully implemented
<br />COPS, the unit prices, rates and charges set forth in Exhibit A. A contingency of $19,754.00, shall be
<br />available for additional equipment and system modifications, as set forth in Section 1, above. The total
<br />sum to be expended under this Agreement shall not exceed $217,300.00, during the term of this
<br />Agreement.
<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. In event the COPS is has not been
<br />accepted as complete at the end of the term, said term may be extended by a writing executed by the
<br />Chief of Police and the City Attorney.
<br />6. INDEPENDENT CONTRACTOR
<br />Siemens 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 Siemens performs the services which are the
<br />subject matter of this Agreement; however, the services to be provided by Siemens shall be provided in a
<br />manner consistent with all applicable standards and regulations governing such services. Siemens shall
<br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
<br />relating to employees and shall be responsible for all applicable withholding taxes.
<br />INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Siemens shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability hisurance. Consultant shall maintain commercial general
<br />liability insurance naming the City, its officers, employees, agents, volunteers and representatives as
<br />additional insured(s) and shall include, but not be limited to protection against claims arising from bodily
<br />injury and personal injury, including death resulting there from and damage to property, resulting from
<br />any act or occurrence arising out of Consultant's operations in the performance of this Agreement,
<br />including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death resulting there
<br />from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 general
<br />aggregate. Consultant shall supply City with a fully executed additional insured endorsement which shall
<br />(a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s);
<br />(b) be primary and not contributory with respect to insurance or self - insurance programs maintained by
<br />the City; (c) contain standard separation of insureds provisions; and provide City thirty day notice of
<br />cancellation of coverage.
<br />25B -4
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