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City may fluctuate from time to time during the term of this Agreement, the City agrees the <br />amount of compensation payable to REACH during the term of the Agreement shall be <br />based on the number of persons employed by the City at the beginning of the month <br />invoiced for. The beginning employee count will be 970 full time and 490 part time. <br />The City will be invoiced on the first of each month for that month's installment. Checks <br />will be made payable to REACH Employee Assistance, Inc. and mailed to 650 N. Rose <br />Drive, #350, Placentia, CA 92870 - Attn.: Accounts Receivable. <br />4. The City will make payment within 30 days from the date of the receipt of the invoice from <br />REACH Employee Assistance, Inc. <br />5. REACH Employee Assistance; Inc. agrees to indemnify, defend, and hold harmless the <br />City, its officers, employees, agents and representatives, from any and all claims, demands, <br />purported liability, or consequential damages of any kind or nature arising out of or in <br />connection with REACH's acts or omissions in carrying out the terms of this Agreement or <br />exercising the rights herein granted; excepting those claims, demands, purported liability, or <br />consequential damages which arise out of the sole negligence of City. <br />6. REACH agrees to maintain during the course of this Agreement the following insurance <br />coverage: <br />a) Comprehensive general liability insurance coverage, including personal injury and <br />contractual liability coverage, in an amount equal to One Million Dollars <br />($1,000,000.00) per occurrence, combined single limit; <br />b) Worker's Compensation insurance as required by State of California statutes; <br />C) Professional liability insurance with a One Million Dollar ($1,000,000.00) limit, per <br />occurrence. REACH agrees to keep such policy in force and effect for at least five <br />(5) years from the date of completion of this Agreement. <br />Also, the City of Santa Ana, its officers, agents and employees will be named as additional <br />insured on the above referred comprehensive general liability coverage and REACH will <br />provide an endorsement to that effect. Such insurance shall (a) name the City, its officers, <br />employees, agents, volunteers and representatives as additional insured(s); (b) be primary <br />and not contributory with respect to insurance or self-insurance programs maintained by <br />the City; and (c) contain standard separation of insured's provisions. Such insurance will <br />be evidenced by certificate and issued by companies licensed to do business in California <br />and acceptable to the City. Before REACH perforins any work, it will furnish certificates of <br />insurance and endorsements, as required by City, evidencing the aforementioned general <br />liability, and professional liability insurance coverages on forms acceptable to the City <br />25E-21 <br />