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INSURANCE ON FILE N- 2012 -084 <br />VdORK MAY PROCEED <br />UNTIL INSURANCE EXPIRES <br />�� -is -iz <br />CLERK OF COUNCIL .IUL 2 4 2012 <br />MATE- � CONSULTANT AGREEMENT <br />Q'. Per.S�+1h�i �g �� � $Morales <br />THIS AGREEMENT, made and entered into this 1 8u' day of June, 2012 by and between Center <br />for Hearing Health, Inc., a California corporation, (hereinafter "Consultant "), and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (hereinafter "City "). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />audiometric services. <br />B. Consultant represents that it is able and willing to provide such services to the 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 Agreement <br />will be performed in compliance with such standards as may reasonably be expected from a <br />professional consulting firm in the fteld. <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 />1. SCOPE OF SERVICES <br />Consultant shall perform noise assessments, audiometric testing for covered employees, and <br />hearing conservation training, as set forth in Exhibit A attached hereto and incorporated by reference. <br />2. COMPENSATION <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 B, attached hereto and incorporated by reference. The total sum to be <br />expended under this Agreement shall not exceed $25,000 during the term of this Agreement. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on expenditure of <br />allocated funds, unless terminated earlier in accordance with Section 12, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />