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CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 61" day of September, 2016, by and between NelsoMNygaard Consulting Associates, Inc., a California Corporation (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge In the field of transportation /traffic planning and engineering services. B. Consultant has previously provided these services to the City under Agreement No. A -2015- 042, which expired on April 6, 2016. Consultant continued to provide such services after this date under the same terms and conditions, and will complete them under this Agreement in order to finish the Safe Mobility Santa Ana Study. 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; SCOPE OF SERVICES Consultant shall perform the balance of the services set forth in Exhibit A to this Agreement that are necessary to complete the Safe Mobility Santa Ana Study. 2. 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 the original $360,000 allocated for the services under Agreement No. A -2015 -042 (as amended). 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. On separate approval by the City, payment will be made on all proper invoices evidencing work performed upon expiration of Agreement No. A- 2015 -042 through the start date of this Agreement in section 3 below. 3. TERM This Agreement will commence on the date first written above and will terminate on September 5, 2017, 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 contractor and not an employee or 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 25� -3