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INSURANCE NOT ON FILE N-2025-148 <br /> WORK MAY NOT PROCEED <br /> CITY CLERK <br /> DATE. <br /> JUN 10 2025 <br /> AGREEMENT WITH SIMPLETHERAPY ADMINISTRATORS TO PROVIDE <br /> WELLNESS PROGRAM PLUS SERVICES <br /> rl J*AAJJ6 THIS AGREEMENT is made and entered into on this 271" day of May,.2025 by and between <br /> SimpleTherapy, Inc., a Delaware corporation ("Consultant"), and the City of Santa Ana, a charter <br /> city and municipal corporation organized,and existing under the Constitution and laws of the State <br /> of California("City"). Consultant and City are also referred to herein as"Parties" or individually <br /> as a"Party." <br /> RECITALS <br /> A. The City desires to retain a Consultant having special skill and knowledge in the field of <br /> providing employee wellness program services to the City. <br /> B. Consultant represents that it is able and willing to provide such services to the City. <br /> C. In undertaking the performance of this Agreement, Consultant represents that it is <br /> knowledgeable in its field and that any services performed by Consultant under this <br /> Agreement will be performed in compliance with such standards as may reasonably be <br /> expected from a professional consulting firm in the field. <br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br /> terms and conditions hereinafter set forth,the parties agree as follows: <br /> 1. SCOPE OF SERVICES <br /> Consultant shall perform during the term of this Agreement, the tasks and obligations <br /> including all labor, materials, tools, equipment, and incidental customary work required to fully <br /> and adequately complete the services described and set forth in Exhibit A, attached hereto and <br /> incorporated by reference. <br /> 2. COMPENSATION <br /> a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br /> City, the rates and charges identified in Exhibit S. The total amount to be expended <br /> during the term of this Agreement shall not exceed fifty thousand dollars and zero cents <br /> ($50,000). <br /> b. Payment by City shall be made within forty-five (45) days following receipt of proper <br /> invoice evidencing work performed, subject to City accounting procedures. City and <br /> Consultant agree that all payments due and owing under this Agreement shall be made <br /> through Automated Clearing House (ACH)transfers. Consultant agrees to execute the <br /> City's standard ACH Vendor Payment Authorization and provide required <br /> documentation. Upon verification of the data provided, the City will be authorized to <br /> deposit payments directly into Consultant's account(s) with financial institutions. <br /> Payment need not be made for work which fails to meet the standards of performance <br />