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to carry out services as specified herein with the intent that this subcontractor(s) shall be on -site <br />at the SAFJC between 30 — 40 hours per week staffing the SAFJC Monday through Friday. <br />2. COMPENSATION <br />a. City agrees to compensate Consultant for services provided to the City since the <br />expiration of Agreement #A-2020-110 on December 31, 2021 through June 30, 2022 <br />consistent with the rates detailed in Agreement #A-2020-110. <br />b. Beginning July 1, 2022, City agrees to pay, and Consultant agrees to accept as total <br />payment for its services for City, the rates and charges provided in Exhibit B. <br />c. The maximum amount to be paid during the initial term of this Agreement shall not <br />exceed $331,633. This amount includes costs under Section 2.a., above, and <br />compensation for services per the rates and charges provided in Exhibit B. <br />d. This amount, above, does not include additional compensation for services provided <br />should the parties exercise the extension terms provided under Section 3, below. <br />Additional compensation is subject to approval by the City Council for the City of <br />Santa Ana. <br />e. 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. Payment <br />need not be made for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on July 1, 2022 and continue for a three (3) year period <br />until June 30, 2025, with the option for the City to grant up to two (2) one (1) year renewals, <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 16, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant, and any employees, subcontractors or substitutes shall, during the entire term <br />of this Agreement, be construed to be an independent contractor and not an employee of the City. <br />This Agreement is not intended nor shall it be construed to create an employer -employee <br />relationship, a joint venture relationship, or to allow the City to exercise discretion or control over <br />the professional manner in which Consultant performs the services which are the subject matter of <br />this Agreement; however, the services to be provided by Consultant shall be provided in a manner <br />consistent with all applicable standards and regulations governing such services. Consultant shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />Page 2 of 10 <br />