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CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 20th day of March , 2024 by and between Ultimate Entertainment LLC dba Mega Outdoor Movies , ("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: 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: 1. 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- Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,the rates and charges identified in Compensation- Exhibit B.The total amount to be expended during the term of this Agreement shall not exceed $xxxxxx. 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 which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. 3. TERM This Agreement shall commence on [enter a Start Date or"the date first written above"] for a two(2)year term with the option for the City to grant up to a three, one(1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 City Council 18 —28 5/21/2024