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<br />,J " <br />INSURANce NOT ~¡';QUIR~b <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />DAm 4- 5- Dl/ <br /> <br />Chr-/ <br />Lc.Co:Wevæ) <br /> <br />N-2004-024 <br /> <br />CONSULTANT AGREEMENT <br /> <br />THIS AGREEMENT, made and entered into this I st day of March, 2004 by and between <br />Payment Resources International, a Nevada Corporation (hereinafter "Consultant" or "PRI"), and the <br />City of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws ofthe State of California (hereinafter "City"), <br /> <br />RECITALS <br /> <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />payment processing. <br /> <br />B. Consultant, as a registered agent of Key Bank National Association (hereinafter, "Agent <br />Bank") represents that Consultant is able and willing to provide such services to the City in <br />accordance with Consultant's Merchant Application and Agreement (the "Merchant <br />Agreement"). <br /> <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 /> <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms <br />and conditions hereinafter set forth, the parties agree as follows: <br /> <br />1. <br /> <br />COMPENSA nON <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates <br />and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not <br />exceed $10,000.00 during the term of this Agreement. <br />b. Payment by City shall be made within thirty ( 30) days following receipt by City of an invoice <br />reflecting the processing activity of the City, subject to City's standard accounting procedures. <br />Payment need not be made for work which fails to meet the standards of performance set forth in the <br />Recitals which may reasonably be expected by City provided City provides PRI written notice of such <br />failure of service and PRI has not remedied such failure within 30 days of the receipt of such notice. <br />City agrees to pay PRI and/or Agent Bank, as applicable, all fees, expenses, and other charges provided <br />for in this Agreement. City acknowledges that (i) the amounts of any such expenses and other charges <br />shall automatically and contemporaneously reflect any increases in charges to PRI from an Interchange <br />System or third-party vendor without prior notice to City, and (ii) the amounts of any such fees may be <br />increased at any time and from time to time by PRI and/or Agent bank, as applicable, in their respective <br />sole discretion upon fifteen (15) days notice to City. PRI shall have no liability for any negligent <br />design or manufacture of any Point-Of-Sale Terminal or printer. PRI's entire liability, if any, and <br />City's exclusive remedy in all situations, shall be to perform repair services on any inoperative Point- <br />Of-Sale Terminal or printer sold by PRI. PRI shall not be liable for any damages resulting ftom any <br />delay in performance or nonperformance caused by circumstances beyond PRI's control, including, but <br />not limited to, act of God, fire, flood, war, governmental action, accident, labor trouble or shortage, <br />inability to obtain a Point-Of-Sale Terminal or printer, parts, service, or transportation, or other events <br />