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,a <br /> M <br /> CITY OF SANTA ANA <br /> EXHIBIT II <br /> SAMPLE AGREEMENT <br /> CONSULTANT AGREEMENT <br /> CITY OF SANTA ANA <br /> THIS AGREEMENT is made and entered into on this day of 20_ by and between <br /> , ("Consultant'), and the City of Santa <br /> Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State <br /> of California ("City"). <br /> RECITALS <br /> A. The City desires to retain a Consultant having special skill and knowledge in the field of: <br /> B. Consultant represents that Consultant is able and willing to provide such services to the City. <br /> C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field <br /> and that any services performed by Consultant under this Agreement will be performed in compliance with <br /> such standards as may reasonably be expected from a professional consulting firm in the field. <br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and <br /> conditions hereinafter set forth, the parties agree as follows: <br /> 1. SCOPE OF SERVICES <br /> Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, <br /> materials, tools, equipment, and incidental customary work required to fully and adequately complete the services <br /> described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. <br /> 2. COMPENSATION <br /> a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates <br /> and charges identified in Compensation -Exhibit B. The total amount to be expended during the term <br /> of this Agreement shall not exceed $xxxxxx. <br /> b. Payment by City shall be made within forty-five (45)days following receipt of proper invoice evidencing <br /> work performed, subject to City accounting procedures. Payment need not be made for work which <br /> fails to meet the standards of performance set forth in the Recitals which may reasonably be expected <br /> by City. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above for an initial period of five (5) years. The <br /> City may, at its discretion, extend the agreement with the same or more limited scope of required services for three <br /> (3) additional periods of two (2) years, one (1) year, and a final optional extension for a one (1) year period, upon <br /> mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as <br /> appropriate. The total term of the awarded agreement shall not exceed nine (9) years. The Agreement may be <br /> terminated earlier in accordance with Section 15, below. <br /> 4. INDEPENDENT CONTRACTOR <br /> Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant <br /> and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- <br /> employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the <br /> professional manner in which Consultant performs the services which are the subject matter of this Agreement; <br /> City Pb(aPPIA99il RFP No. 24200- 72 7/�WORAf 38 <br />