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'!�ISuRANCE NOT ON FILE ''IORK MAY NOT PROCEED MAY 1 l 2021 CLERK OF COUNCIL N-2021-106 DATE: AGREEMENT TO PROVIDE ENVIRONMENTAL AND SAFETY TRAINING COURSES U: ►3ryAVLIAYtt)(1) TT THIS AGREEMENT is made and entered into this 12th day of April, 2021 by and between DKF Solutions Group, LLC ("Contractor"), 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 contractor to provide environmental and safety training courses. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting 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 Contractor shall provide the environmental and occupational health and safety training courses that are described in Exhibit A to this Agreement, to be scheduled by mutual agreement by the parties. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, including any extension periods, shall not exceed $50,000. b. Payment by City shall be made within forty-five (45) 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 which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date stated above and continue through April 11, 2022, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended for one 1-year period upon a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall