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Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 <br />during the initial term of this Agreement shall not exceed $95,593. Any remaining <br />balance of the above referenced "not-to-exceed" amount may be subject for use during <br />any optional extension term, per Section 3 below. Contractor understands that any <br />increase to the compensation amount listed here is subject to approval by the City <br />Council of the City of Santa Ana. <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 />Contractor agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Contractor 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 Contractor'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 the date first written above and continue for an initial <br />three (3) year term with the option for the City to grant up to two (2) one (1) year extension(s), <br />exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in <br />accordance with Section 18, below. <br />4.CUSTOMER SUPPORT TERMS AND CONDITIONS <br />Parties agree and understand that services provided for systems upgrades herein are subject <br />to additional terms and conditions provided by the Contractor including the Convergint <br />Technologies Terms and Conditions (Customer Support Program), attached hereto as Exhibit C, <br />and Addendum No. 1, attached hereto as Exhibit D. <br />5.PREY AILING WAGES <br />Contractor is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., <br />("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the <br />performance of other requirements on "public works" and "maintenance" projects. If the services <br />being performed are part of an applicable "public works" or "maintenance" project, as defined by <br />the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to <br />fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the <br />City, its elected officials, officers, employees and agents free and harmless from any claim or <br />liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. <br />6.INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall