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expended under this Agreement shall not exceed $185,000.00, annually, during the term of this <br />Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subj ect to City accounting procedures. Payment need not be <br />made for work which fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />September 30, 2012, unless terminated earlier in accordance with Section 13, below. The term of <br />this Agreement may be extended for up to three additional one-year terms upon at the City's <br />option, as evidenced by a written extension of the terms and conditions of this Agreement <br />executed by the Executive Director of Public Works and the City Attorney. City may terminate <br />this Agreement if the Santa Ana City Council fails to approve funding for said services during <br />any fiscal year. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Contractor shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to employees <br />and shall be responsible for all applicable withholding taxes. <br />5. INSi1RANCE <br />Prior to undertaking performance of work under this Agreement, Contractor shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described <br />below: <br />a. Commercial General Liability Insurance. Contractor shall maintain commercial <br />general liability insurance which shall include, but not be limited to protection against claims <br />arising from bodily and personal injury, including death resulting therefrom and damage to <br />property, resulting from any act or occurrence arising out of Contractor's operations in the <br />performance of this Agreement, including, without limitation, acts involving vehicles. The <br />amounts of insurance shall be not less than the following: single limit coverage applying to bodily <br />and personal injury, including death resulting therefrom, and property damage, in the total <br />amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, <br />employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not <br />contributory with respect to insurance or self-insurance programs maintained by the City; and (c) <br />contain standard separation of insureds provisions. <br />b. Business automobile liability insurance, or equivalent form, with a combined single <br />limit ofnot less than $1,000,000 per occurrence. Such insurance shall include coverage for <br />owned, hired and non-owned automobiles.