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Page 1 of 9 <br />#217179v4 <br />AGREEMENT WITH ALTA LANGUAGE SERVICES <br />FOR LANGUAGE PROFICIENCY TESTING <br />THIS AGREEMENT is made and entered into on this 6th day of September, 2022 by and between <br />ALTA Language Services, Inc., a Georgia corporation, (“Consultant”), and the City of Santa <br />Ana, a charter city and municipal corporation organized and existing under the Constitution and <br />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 />providing on-call or as-needed certification and testing services for employee language <br />proficiency. <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />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 <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and 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 <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in Scope of Services - Exhibit A, <br />attached hereto and incorporated by reference. <br />2. COMPENSATION <br />a. This is an on-call or as-needed agreement. City makes no promise of any specific <br />compensation pursuant to the terms of this Agreement. To the extent that City utilizes <br />Consultant’s services, City agrees to pay, and Consultant agrees to accept as total <br />payment for its services for City, the rates and charges identified in Compensation - <br />Exhibit B. The total amount to be expended during the term of this Agreement shall <br />not exceed $100,000. <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 which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by City.