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Docusign Envelope ID: EFBAE12B-2D33-4288-BDF3-3F19BEEB5A9F <br />b. This Agreement does not contemplate or establish payment for Time and Materials <br />services, which are subject to a separate stand-alone agreement with the City pursuant <br />to Recital C, above. <br />2.COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit B. The total amount to be expended <br />during the initial term of this Agreement shall not exceed $3,043,768. Any remaining <br />balance of the above referenced "not-to-exceed" amount may be subject for use during <br />any optional extension term, per Section 3 below. Contractor understands that any <br />increase to the compensation amount listed here is subject to approval by the City <br />Council of the City of Santa Ana. <br />b. Contractor agrees and understands that funding for this Agreement is contingent upon <br />the award of grant funding to the City. Should grant funds not be awarded to the City, <br />City may opt to terminate this Agreement pursuant to Section 18, below. <br />c. 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 />Contractor agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Contractor 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 Contractor's account(s) with financial institutions. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />3.TERM <br />This Agreement shall commence on the date first written above and continue for an initial <br />three (3) year term with the option for the City to grant up to two (2) one (1) year extension(s), <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 18, below. <br />4.CUSTOMER SUPPORT TERMS AND CONDITIONS <br />Parties agree and understand that services provided for systems upgrades herein are subject <br />to additional terms and conditions provided by the Contractor including the Convergint <br />Technologies Terms and Conditions (Customer Support Program), attached hereto as Exhibit C, <br />and Addendum No. 1, attached hereto as Exhibit D. <br />5.PREY AILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,