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2. COMPENSATION a. City agrees to pay, and Instructor agrees to accept as total payment for its services for City at the billing rate of $100 per teaching session/class, as detailed in Section I .b., above. The total amount to be expended during the term of this Agreement shall not exceed $50,000. b. The Instructor's billing rate for each teaching/session class is subject to revision after the first full year of instructions, per the terms of this Agreement, is complete. Revision to the billing rate in Section 2.a. is subject to the written mutual consent of the Parties. Instructor understands that any increase to the billing rate will not raise the not -to - exceed compensation amount. Any increase to the total compensation amount to this Agreement is subject to approval by the City Council of the City of Santa Ana. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Instructor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Instructor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Instructor's account(s) with financial institutions. 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. 3. TERM This Agreement shall commence on the date first written above for a five (5) year term, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Instructor shall, during the entire term of this Agreement, be construed to be an independent Instructor 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 Instructor performs the services which are the subject matter of this Agreement; however, the services to be provided by Instructor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Instructor 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of Page 2 of 9 #355764vl