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<br />calculation, the City and HP will discuss and execute an amendment to the Agreement to cover <br />such increased amount(s). <br /> <br />e. City shall be entitled to a pro-rata refund for any unused prepaid services, less any <br />applicable early termination fees, after the three-year term of this Agreement has expired. <br /> <br />f. HP may not deduct payment from the initial $300,000.00 if City reasonably <br />determines that HP's work fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br /> <br />g. Payment by City shall be made within thirty (30) days from the date ofHP's invoice. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above and terminate on May 3I, <br />2006, unless terminated earlier in accordance with this Agreement. The term ofthis Agreement <br />may be extended upon a writing executed by the Executive Director of the Finance Department <br />and the City Attorney, and upon HP's written consent. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Vendor shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee ofthe City. This Agreement is not intended nor shall it be <br />construed to create an employer-employee relationship, a joint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which Vendor performs <br />the services which are the subject matter ofthis Agreement; however, the services to be provided <br />by Vendor shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Vendor shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes for its employees. <br /> <br />5. INSURANCE <br /> <br />Prior to undertaking performance of work under this Agreement, Vendor shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br /> <br />a. Commercial General Liability Insurance. Vendor shall maintain commercial general <br />liability insurance naming the City, its officers, agents, volunteers, and employees as additional <br />insured(s) and 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 <br />any act or occurrence arising out of Vendor's operations in the performance of this Agreement. <br />The amounts of insurance shall be not Iess than the following: single limit coverage applying to <br />bodily and personaI injury, including death resulting therefrom, and property damage, in the total <br />amount of $I ,000,000 per occurrence. <br /> <br />City of Santa Ana and HP Agreement <br />Confidential Information <br />Revision Date February 24, 2004 <br /> <br />Page 3 of8 <br />