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<br />B. JCG shall submit semi-annual invoices to the LOCAL AFFILIATE which will include <br />itemized costs for the period. Invoices shall be submitted no later than July 30 and January 31 <br />of each year. <br /> <br />V <br />lNDEPENDENT CONTRACTOR <br /> <br />JCG is, for all purposes arising under this Agreement, an independent contractor. No <br />officer, agent, employee or independent contractor of JCG, JAG or LOCAL AFFILIATE shall be <br />deemed an officer, agent, or employee of the other party hereto. Neither JCG, JAG nor LOCAL <br />AFFILIA TE, nor any officer, agent, employee or independent contractor thereof shall be entitled <br />to any benefits to which employees of the other party hereto are entitled, including, but not limited <br />to overtime, retirement benefits, workers' compensation benefits, and injury leave or other leave <br />benefits. <br /> <br />VI <br />INSURANCE <br /> <br />A. JCG shall furnish the LOCAL AFFILIATE's Clerk's Office with an insurance certificate from its <br />workers compensation insurance carrier certitying that it carries such insurance as established and required <br />under California law and that the policy shall not be canceled nor the coverage reduced except upon thirty <br />(30) days prior notice to LOCAL AFFILIATE. <br /> <br />B. JCG shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or <br />equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. <br /> <br />Such insurance shall as indicated in Exhibit B: (I) name the City of Santa Ana, its officers, <br />agents, representatives, employees and volunteers as additional insureds; (2) be primary with respect to <br />insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of <br />insureds provisions; and (4) give to CITY prompt and timely notice of any claim made or suit instituted <br />arising out of lCG's operations hereunder. <br /> <br />JCG shall: (a) prior to exercising any right under this Agreement, furnish properly executed <br />certificates of insurance and additional insured endorsement to the LOCAL AFFILIATE, for approval <br />by the Local Affiliate's City Attorney which shall clearly evidence all coverage required above; (b) <br />provide that such insurance shall not be materially changed or terminated except on 30 days prior <br />written notice to the LOCAL AFFILIATE; (c) maintain such insurance for the period covered by this <br />Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this <br />Agreement. <br /> <br />VII <br />ASSIGNMENT <br /> <br />A. Neither JCG, JAG nor LOCAL AFFILIATE may assign and/or transfer any interest in <br />this Agreement, without the prior written consent of the other parties hereto. <br /> <br />B. This shall serve as written notification that the JCG and JAG shall provide the materials <br />and services as described in sections I and II of this Memorandum of Understanding. <br /> <br />4 <br />