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l i 5���4b4L U Y l <br />CiJflF�KMA`t PRCX'�:Ei� <br />UN "I'I,t. INGUt�ANC1? [XPIRCcC; <br />cauKCil 2 <br />CONSULTANT AGREEMENT <br />CITY OF SANTA ANA <br />THIS AGREEMENT is made and entered into this 1st day of December, 2015 by and between AD1S <br />Companies ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized <br />and existing under the Constitution and laws of the State of California ( "City"), <br />RECITALS <br />A. The City desires to retain a Consultant having special skill and knowledge in the field of <br />fabrication and installation of wayfmding signage. <br />B. Consultant represents that Consultant 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 field. <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 />I. SCOPE OF SERVICES <br />Consultant shall, perform those services as set forth in Exhibit A to this Agreement. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services the <br />rates and charges identified in Exhibit B. The total sum to be expended under this <br />Agreement shall not exceed $321,000 during the term of this Agreement. <br />b. Payment by City shall be made within forty -five of days (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work that fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by City. <br />3, TERM[ <br />This Agreement shall commence on the date first written above and terminate on November 30, <br />2016, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may <br />be extended upon a writing executed by the City Manager and the City Attorney, <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 mamier 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 />