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micgng :,E ON F,w;i <br />WORK MAY € CCCEEI) <br />UNTIL INSURANCE EM)IREb <br />b CLERK Or COUNCl <br />MATE: Y i Zile <br />THIS AGREEMENT Is made and entered into this 191h day of April, 2018 by and between North <br />Star Destination Strategies, Inc. CConsuitanf), and the City of Santa Ana, a charter city and municipal <br />corporation organized and existing under the Constitution and laws of the State of California ("City") <br />RECITALS <br />A, The City desires to retain a consultant having special skill and knowledge in the field of <br />community branding. <br />B, Consultant represents that it 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 <br />knowledgeable In its field and that any services performed by Consultant under this Agreement <br />will be performed In compliance with such standards as may reasonably be expected from a <br />professional consulting firm In the field. <br />NOW THEREFORE, In consideration of the mutual and respective promises, and subject to the terms <br />and conditions hereinafter set forth, the parties agree as follows: <br />1, SCOPE OF SERVICES <br />Consultant shall develop a community brand Identity for the City and provide professional <br />marketing consulting services, as more specifically described in the scope of work attached as Exhibit A, <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the <br />rates and charges identified in Exhibit B. The total sum to be expended under this <br />Agreement shall not exceed $148,500. This amount is comprised of (1) the sum of <br />$135,000 and (2) a 10% contingency of up to $13,500 for additional services as may be <br />performed by Consultant at the sole direction of City. <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. Payment <br />need not be made for work that falls to meet the standards of performance set forth In <br />the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date stated above and continue through April 18, 2018, <br />unless terminated earlier in accordance with Section 14 below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an Independent <br />contractor and not an employee of the City. This Agreement Is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />