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1. SCOPE OF SERVICES <br />a. Consultant shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required <br />to fully and adequately complete the services described and set forth in the Program <br />Signature Form, attached hereto as Exhibit A, and incorporated by reference. <br />b. Consultant shall also perform, during the term of this Agreement, the scope and details <br />provided within Exhibit A to Agreement #ITARC-00930, attached hereto as Exhibit <br />B. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant 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 term of this Agreement shall not exceed $2,900,000. <br />b. 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 February 1, 2026 and continue through January 31, <br />2029, unless terminated earlier in accordance with Section 15, below. The parties agree and <br />understand that the term defined, above, is controlling. Any extension or renewal may be subject <br />to approval by the City Council of the City of Santa Ana. <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 />Page 2 of 8 <br />