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Z. COMPENS:A,TION <br />A, Consultant shall perform such fire alarm administration, maintenance and testing <br />on the fire alarm system at the Santa Ana Police Department as outlined in the attached Exhibit <br />"A" as needed and will bill the City on a quarterly basis at a rate of $7;915 a quarter for a total <br />amount of $31,660 as set forth in the attached Exhibit "C'; and <br />B, Consultant shall perform such services as may become necessary for maintenance <br />and repair of the City's HVAC system and as requested by City at the prices set forth in the <br />attached Exhibit "B" entitled Price List, specifically ASA Customer Rates, for a total amount not <br />to exceed $30,000. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />December 31, 2013, unless terminated earlier in accordance with Section 12, below, The term of <br />this Agreement shall include services previouslyprovided since January 1, 2013 to the date of <br />this Agreement: <br />4. INDEPENI>ENT CONTRACTOR <br />Consultant 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 />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing <br />:such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes: <br />5. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall <br />maintain and shall require its subcontractors, if any ; ;to obtain and maintain instivanccas <br />described below: <br />2 <br />