WILLDAN HOMELAND SERVICES, AN OPERATING DIVISION OF WILLDAN GROUP, INC.-2016

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2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate as noted in the Cost Price Proposal — Exhibit B incorporated herein by reference. Additionally, Consultant shall be reimbursed for training, travel and materials which have been pre -approved, in writing, by City. The total amount of services under this Agreement shall be $132,020 plus $2,930 for a contingency if additional services are required that were not contemplated at the time of this Agreement. Use of the contingency funds is at the City's sole discretion. The total sum that can be expended under this Agreement shall not exceed $135,000. Funding for this Agreement is contingent upon grant funding. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement, paid for with Grant fiords, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the set -vices hereunder. 4. TERM This Agreement shall continence on September 1, 2016 and terminate on August 31, 2017 unless terminated pursuant to Section 13 below. The Agreement shall have one (1) one year extension exercisable at the City's option. This Agreement is contingent upon grant funding being secured by the City. 5. 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. 6. 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: