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1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor,materials,tools,equipment,and incidental customary work required to fully and adequately complete the services described and set forth in the Program Signature Form, attached hereto as Exhibit A, and incorporated by reference. b. Consultant shall also perform, during the term of this Agreement,the scope and details provided within Exhibit A to Agreement#ITARC-00930, attached hereto as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant 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 term of this Agreement shall not exceed$2,900,000. b. 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 Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant 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 Consultant'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 February 1, 2026 and continue through January 31 , 2029, unless terminated earlier in accordance with Section 15, below. The parties agree and understand that the term defined,above, is controlling, Any extension or renewal may be subject to approval by the City Council of the City of Santa Ana. i 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,.employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 2 of 8