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