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CITY OF SANTA ANA <br />RFP No. 21-099 Downtown Unarmed Security Guard Services Page 21 of 39 <br /> <br /> <br />THIS AGREEMENT is made and entered into on this day of , 2021 by and between <br />___________________________________________________________, (“Consultant”), and the City of Santa <br />Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (“City”). <br /> <br />RECITALS <br /> <br />A. The City desires to retain a Consultant having special skill and knowledge in the field of: <br /> <br /> <br />B. Consultant represents that Consultant is able and willing to provide such services to the City. <br /> <br />C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field <br />and that any services performed by Consultant under this Agreement will be performed in compliance with <br />such standards as may reasonably be expected from a professional consulting firm in the field. <br /> <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and <br />conditions hereinafter set forth, the parties agree as follows: <br /> <br />1. SCOPE OF SERVICES <br /> <br />Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, <br />materials, tools, equipment, and incidental customary work required to fully and adequately complete the services <br />described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. <br /> <br />2. COMPENSATION <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates <br />and charges identified in Compensation - Exhibit B. The total amount to be expended during the <br />term of this Agreement shall not exceed $xxxxxx. <br /> <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing <br />work performed, subject to City accounting procedures. Payment need not be made for work which <br />fails to meet the standards of performance set forth in the Recitals which may reasonably be expected <br />by City. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above for a one (1) year term with the option for <br />the City to grant up to a two (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, <br />unless terminated earlier in accordance with Section 15, below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant <br />and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- <br />employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the <br />professional manner in which Consultant performs the services which are the subject matter of this Agreement; <br />however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />EXHIBIT 1 <br /> <br /> SAMPLE AGREEMENT <br />EXHIBIT 1