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ATTACHMENT II SAMPLE PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT is made and entered into this day of 1" of January, 2020 by and between , ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill in providing revenue auditing, recovery, reporting, analyses, and legislative and state agency liaison and implementation monitoring (including coordination with City's state and federal lobbyist in connection with legislation/regulation to City's general tax resources) services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES 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 Scope of Services — Section III, attached hereto and incorporated by reference. 2. COMPENSATION A. City agrees to pay, and Consultant/Vendor agrees to accept as total payment for its services for City, the rates and charges identified in the Cost/BID Proposal Form — Attachment 6. The total amount to be expended under this Agreement shall not exceed $XXX,XXX during the term of this Agreement, including any extension periods exercised under Section 3 — Term. B. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. City of Santa Ana — Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/State Agency Liaison and Implementation Monitoring Services Request for Proposals No. 20-126 Page 30 October 1, 2020