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c. Consultant shall perform and complete its assigned services as expeditiously as is consistent with generally accepted standards of professional skill and care, and the orderly progress of work, and in a fair, unbiased and neutral manner. Details of the project timelines, including a completion schedule for Consultant's services, shall be provided, in writing, to the City. Consultant and City agree that the completion schedule represents the best estimate of the schedule for services and provision of final work product to the City. Consultant shall comply with all completion dates noted, including but not limited to, preparation of written decisions, which set forth the legal and evidentiary basis for the decision, and adopt findings as required by the particular provisions of the Santa Ana Municipal Code (SAMC). d. Consultant agrees and understands that deliverables submitted to the City after the required deadline(s) may delay issuance of payment and/or allow the City to exercise its option to terminate the Agreement pursuant to Section 15, below. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Further, City's selection of Consultant for assignment(s) shall be at its sole discretion and not based on any expectation of favorable outcomes or decisions in any hearing(s). Consultant shall be paid only for actual approved services performed under this Agreement at the rates and charges identified in Exhibit B — Compensation. Consultant is one of eight (8) Consultants selected to provide administrative hearing officer services on an as-needed basis under RFP No. 24-127. The total compensation for services provided by all Consultants selected under RFP No.24-127 is a collective amount not to exceed $2,770,000 during the term of the Agreement, including any extension periods. b. Consultant shall submit its invoice for payment no later than sixty (60) days from written notification to the City that an assignment,as properly assigned by the City per Section 1, above, is completed. 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 Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Consultant 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 Consultant's account(s)with financial institutions. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term ("Term") with the option for the City, at its sole discretion, to grant a two (2) year extension, ("Extended Term") exercisable by a writing signed by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.