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2.2 Payor shall make a single payment of Twenty Nine Thousand Four <br />Hundred Sixty -Two Dollars and 671100 ($29,462.67) to City by no later than June 30, <br />2015. <br />2.3 The total amount of compensation shall Include a $10,000 contingency, for <br />a total amount not to exceed Thirty Nine Thousand Four Hundred Sixty Two Dollars and <br />67/100 ($39,462.67). Any additional costs Incurred by City beyond the initial <br />compensation shall be based upon the 2014 population estimate attached hereto as <br />Exhibit B. In addition, any Extra Work, as defined in the Professional Services <br />Agreement attached hereto as Exhibit A, that would require the use of such contingency <br />funds must be approved by the Payor's Executive Director of the Community <br />Development Agency, or his or her designee, before said Extra Work is commenced <br />and such costs are incurred by the City. No portion of the contingency will be paid by <br />Payor to City without such prior authorization by the Payor for Extra Work. <br />3. CONTRACT ADMINISTRATION <br />Unless otherwise designated in writing, City's Principal Planner, Community <br />Development Department, shall serve as the City's Project Administrator for the <br />payments made under this Agreement. All activities performed under this Agreement <br />shall be coordinated with this person or his /her designee. <br />4. STANDARD PROVISIONS <br />4.1 Recitals. City and Payor acknowledge that the above Recitals are true <br />and correct and are hereby incorporated by reference into this Agreement. <br />4.2 Compliance with all Laws. Payor shall, at its own cost and expense, <br />comply with all statutes, ordinances, regulations and requirements of all governmental <br />entities, including federal, state, county or municipal, whether now in force or hereinafter <br />enacted. <br />4.3 Integrated Contract. This Agreement represents the full and complete <br />understanding of every kind or nature whatsoever between the parties hereto, and all <br />preliminary negotiations and agreements of whatsoever kind or nature are merged <br />herein. No verbal agreement or implied covenant shall be held to vary the provisions <br />herein. <br />4.4 Interpretation, The terms of this Agreement shall be construed in <br />accordance with the meaning of the language used and shall not be construed for or <br />against either party by reason of the authorship of the Agreement or any other rule of <br />construction which might otherwise apply. <br />4.5 Amendments, This Agreement may be modified or amended only by a <br />written document executed by both Payor and City and approved as to form by the City <br />Attorney. <br />City of Santa Ana Page 2 <br />25B -4 <br />