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documents, the provision of this Agreement take precedence, followed by the provisions of the Proposal, <br />then the RFP. <br />2. COMPENSATION <br />a. City agrees to pay, and Vendor agrees to accept as total payment for its services, the rates and <br />charges identified in the attached Exhibits. The total sum to be expended under this Agreement shall not <br />exceed $ during the term of this Agreement for the services for the equipment <br />identified Exhibit A. <br />b. The Vendor will provide the City with a monthly accounting of the services provided under <br />this Agreement which may take the form of a statement or invoice showing an itemization and total of the <br />services and the price of each service provided in the reporting month. <br />c. City may add or subtract equipment and/or services contained herein, depending upon City's <br />need, with thirty (30) days prior written notice to the Vendor. <br />d. Qualified hardware services added to the initial order will be added at pricing based on at <br />e. The City will validate during normal business hours for parking in the parking lot directly <br />south of the City Hall building (20 Civic Center Plaza) and for parking in the parking structure directly <br />east of the Santa Ana Police Facility (60 Civic Center Plaza) for access and necessary visits in order to <br />perform the Scope of Services. Parking fees at any other location of work and at other times are the sole <br />responsibility of the Vendor. <br />f. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />g. Invoices shall be mailed to: <br />City of Santa Ana <br />Attn: Lynda Kelly <br />Information Services, M-12 <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on , <br />200, unless terminated earlier in accordance with this Agreement. The term of this Agreement may be <br />extended upon a writing executed by the Executive Director of the Finance Department and the City <br />Attorney, and upon Vendor's written consent. <br />4. INDEPENDENT CONTRACTOR <br />Vendor shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Vendor performs the services which are the <br />City of Santa Ana <br />Page 31 of 39 <br />25C-43 ExhibitA