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Docusign Envelope ID:EFBAEI2B-2D33-4288-BDF3-3F19BEEB5A9F b. This Agreement does not contemplate or establish payment for Time and Materials services,which are subject to a separate stand-alone agreement with the City pursuant to Recital C, above. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City,the rates and charges identified in Exhibit B. The total amount to be expended during the initial term of this Agreement shall not exceed$3,043,768. Any remaining balance of the above referenced"not-to-exceed"amount may be subject for use during any optional extension term, per Section 3 below. Contractor understands that any increase to the compensation amount listed here is subject to approval by the City Council of the City of Santa Ana. b. Contractor agrees and understands that funding for this Agreement is contingent upon the award of grant funding to the City. Should grant funds not be awarded to the City, City may opt to terminate this Agreement pursuant to Section 18, below. 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 Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Contractor 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 Contractor'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 above and continue for an initial three (3) year term with the option for the City to grant up to two (2) one (1) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 18, below. 4. CUSTOMER SUPPORT TERMS AND CONDITIONS Parties agree and understand that services provided for systems upgrades herein are subject to additional terms and conditions provided by the Contractor including the Convergint Technologies Terms and Conditions (Customer Support Program), attached hereto as Exhibit C, and Addendum No. 1, attached hereto as Exhibit D. 5. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,