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City may fluctuate fiom time to time during the term of this Agreement, the City agrees the amount of compensation payable to REACH during the tern of the Agreement shall be based on the number of persons employed by the City at the beginning of the month invoiced for. The beginning employee count will be 970 full time and 490 part time. The City will be invoiced on the first of each month for that month's installment. Checks will be made payable to REACH Employee Assistance, Inc. and mailed to 650 N. Rose Drive, 9350, Placentia, CA 92870 - Attn.: Accounts Receivable. 4. The City will make payment within 30 days from the date of the receipt of the invoice from REACH Employee Assistance, Inc. 5. REACH Employee Assistance, Inc. agrees to indemnify, defend, and hold harnless the City, its officers, employees, agents and representatives, from any and all claims, demands, purported liability, or consequential damages of any kind or nature arising out of or in connection with REACH's acts or omissions in carrying out the terns of this Agreement or exercising the rights herein granted; excepting those claims, demands, purported liability, or consequential damages which arise out of the sole negligence of City. 6. REACH agrees to maintain during the course of this Agreement the following insurance coverage: a) Comprehensive general liability insurance coverage, including personal injury and contractual liability coverage, in an amount equal to One Million Dollars ($1,000,000.00) per occurrence, combined single limit; b) Worker's Compensation insurance as required by State of California statutes; c) Professional liability insurance with a One Million Dollar ($1,000,000.00) limit, per occurrence. REACH agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. Also, the City of Santa Ana, its officers, agents and employees will be narned as additional insured on the above referred comprehensive general liability coverage and REACH will provide an endorsement to that effect. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (e) contain standard separation of insured's provisions. Such insurance will be evidenced by certificate and issued by companies licensed to do business in California and acceptable to the City. Before REACH performs any work, it will furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned general liability, and professional liability insurance coverages on forms acceptable to the City