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2. COMPENSATION <br />tu, City agrees to pay, and Consultant agrees to accept as total payment for its <br />services an hourly rate as noted in the Cost Price Proposal — Exhibit i3 incorporated herein by <br />reference. Additionally, Consultant shall be reimbursed for training, travel and materials which <br />have been pre - approved, in writing, by City. The total sum that can be expended under this <br />Agreement shall not exceed $135,000 annually and $405,000 during the three year term of this <br />Agreement. Funding for this Agreement is contingent upon grant Rmding. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals <br />which 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 Rinds, or composed utilizing <br />information provided by Santa Arta, 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 Septernber 1, 2015 and tenninate on August 31, <br />2013. Agreement unless terminated earlier pursuant to Section 13, below. This Agreement <br />contains three one -year performance periods and is contingent upon grant funding being secured <br />by the City. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire tenn of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer - employee relationship, ajoint venture relationship, or <br />to allow the City to exercise discretion or eontrot over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes relating <br />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 maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General I.aability Insurance. Consultant shall maintain commercial general <br />liability insurance naming the City, its officers, employees, agents, volunteers and <br />