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EXHIBIT 2 <br />AGREEMENT WITH ICS ONLINE TO PROVIDE PROGRAMMABLE LOGIC <br />CONTROLLER (PLC) PROGRAMMING AND CONSULTING SERVICES <br />THIS AGREEMENT is made and entered into on this 16th day of September, 2025 by and between <br />Industrial Control Systems Online, LLC, a California limited liability company, DBA ICS <br />Online ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California ("City"). <br />RFCTTAT,C <br />1. On April 24, 2025 the City issued Request for Proposal ("RFP") No. 25-046, by <br />which it sought qualified consultants to provide programmable logic controller <br />(PLC) programming and consulting services for the City's Public Works Agency. <br />2. Consultant submitted a responsive proposal that was among those selected by the <br />City. Consultant represents that it is able and willing to provide the services <br />described in the scope of work that was included in RFP 25-046. <br />3. 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 <br />this Agreement will be performed in compliance with such standards as may <br />reasonably be 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 />At the City's sole discretion, the Consultant shall perform the services described in <br />the scope of work that was included in RFP No. 25-046, which is attached hereto <br />as Exhibit A and incorporated in full, and further delineated in Consultant's <br />proposal, attached hereto as Exhibit B and incorporated in full. <br />2. COMPENSATION <br />a. City neither warrants nor guarantees any minimum or maximum <br />compensation to Consultant under this Agreement. Consultant shall be paid <br />only for actual services performed under this Agreement at the rates and <br />charges identified in Exhibit C. Consultant is one of three (3) consultants <br />selected to provide PLC programming and consulting services under RFP 25- <br />046. The total compensation for these services provided by all such consultants <br />selected under RFP 25-046 shall not exceed the shared aggregate amount of <br />Two Million and Five -Hundred Thousand Dollars ($2,500,000) during the term <br />of the Agreement, including any extension periods. <br />b. Payment by City shall be made within 45 days (forty-five) days following receipt <br />