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ATTACHMENT II SAMPLE PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT Is made and entered Into this I" day of February 1, 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 Utility Users' Tax - Electric, Gas, & Telecommunications 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: 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. COORDINATION OF WORK OR SERVICES A. Change Order Required No extra work or adjustment in the time to perform this Agreement may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to Consultant, Incorporating therein any material and administration of this Agreement for CITY and have authority to enter Into Change Orders with Consultant pursuant to this Agreement. It shall be Consultant's responsibility to assure that CITY's Contract Officer Is kept Informed of the progress of the performance of the consulting services set forth in this Agreement and Consultant shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said Agreement shall represent adjustments In the contract and/or in the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. City of Santa Ana— Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/state Agency Llalson and Implementation Monlloring Services Request for proposals No. 20-137 Page 31 October 26, 2020