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City, the rates and charges identified in Compensation - Exhibit B. The total amount <br />to be expended during the term of this Agreement, including any optional extension <br />exercised between the parties per Section 3, below, shall not exceed $1,250,000. <br />b. City agrees to compensate Consultant for services rendered to the City from March 5, <br />2025, after the expiration of the Agreement A-2024-031-01, until the effective date <br />noted above. Compensation to cover these amounts shall be applied towards the <br />amount noted in Section 2.a. Consultant agrees and understands that any increase to <br />the not -to -exceed amount above is subject to approval by the City Council of the City <br />of Santa Ana. <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 />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 />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 and continue through March 25, <br />2028, with the option for the City to grant one (1) one-year extension. The extension will only be <br />exercised if the Sourcewell cooperative purchasing agreements, noted in Recital C, above, are also <br />extended. The extension to this Agreement is exercisable by a writing by the City Manager and <br />the City Attorney, unless the Agreement is terminated earlier in accordance with Section 15, <br />below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />Page 2 of 8 <br />