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b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be <br />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 prepared <br />pursuant to this Agreement, paid for with Grant funds, or composed utilizing information provided by Santa <br />Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services <br />hereunder. <br />9 61 al <br />This Agreement shall commence on September 1, 2017 and terminate on August 31, 2018, unless <br />terminated earlier pursuant to Section 13, below. This agreement contains an option to be extended one <br />year (September 1, 2018 through August 31, 2019), subject to approval by the City Manager, City <br />Attorney and City Council Approval and is contingent upon grant funding being secured by the City and <br />approval by the City Council. <br />5. 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 <br />and similar taxes relating 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 and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general <br />liability insurance which shall include, but not be limited to protection against claims arising from bodily <br />and personal injury, including death resulting therefrom and damage to property, resulting from any act or <br />occurrence arising out of Consultant's operations in the performance of this Agreement, including, <br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: <br />single limit coverage applying to bodily and personal injury, including death resulting therefrom, and <br />property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the <br />City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be <br />primary and not contributory with respect to insurance or self-insurance programs maintained by the City; <br />and (c) contain standard separation of insureds provisions. <br />b, Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the <br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for <br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work <br />25C-4 <br />