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CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 1st day of December, 2015 by and between AD /S Companies ( "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 fabrication and installation of wayfmding signage. B. Consultant represents that Consultant is able and willing to provide such services to the City, C. hi 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 those services as set forth in Exhibit A to this Agreement. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B, The total sum to be expended under this Agreement shall not exceed $321,000 during the term of this Agreement. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2016, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor 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 the City to exercise discretion or control over the professional mariner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be 1 43