TRIPEPI SMITH AND ASSOCIATES INC.

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INSURANCE NOT ON FILE A-2018-189 WORK MAYMT PROCEED CLERK OF COUNCIL DATE,, JUN 2 2 2010 O � CMO CO) AGREEMENT WITH TRIPEPI SMITH TO PROVIDE ON-CALL COMMUNICATIONS AND MEDIA RELATED SERVICES THIS AGREEMENT is made and entered into this 5th day of June, 2018 by and between Tripepi Smith, a California corporation ("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 and knowledge in the field of public relations and community engagement to provide public relations and strategic communications services on an on-call basis. B, Consultant represents that Consultant is able and willing to provide such services to the City. C. City and Consultant entered into a prior Agreement (N -20I8-038) on February 22, 2018, to provide public relations and strategic communications services. This Agreement is intended to supersede and fully replace the prior agreement. D. 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 On an as -needed basis, and at the sole discretion of the City, 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 Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither guarantees any minimum or maximum compensation to Consultant during the term of this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total compensation shall not exceed $150,000 during the entire term of this Agreement, including any extension periods. 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 which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page I of 8