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EXHIBIT 3 Consultant Services Agreement This Consultant Services Agreement (the "Agreement ") is made as of the 4th day of October, 2016 by and between MuniServices, LLC, a Delaware limited liability company ( "CONSULTANT ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "CITY"). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: RECITALS A. The CITY desires to retain a consultant having special skill and knowledge in the field of professional services for Utility Users' Tax (including Prepaid Mobile Services Telephony Service Taxes) Revenue Auditing, Recovery, Reporting, Analysis, and Legislative /State Agency Liaison and Implementation Monitoring Services as specified herein. B. In undertaking the performance of this Agreement, CONSULTANT represents that it possesses the necessary knowledge, qualifications, skills and personnel to provide such services. CONSULTANT warrants 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: CITY hereby retains CONSULTANT, and CONSULTANT hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that CONSULTANT accepts such assignment to perform those services, subject to those terms and conditions. 1. Scope of Services a. CONSULTANT will provide CITY with the services described in EXHIBIT A which is attached hereto and incorporated by reference. CONSULTANT shall provide said services at the time, place, and in the manner specified in EXHIBIT A. b. CONSULTANT shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Compensation Upon execution of this Agreement, CITY will pay CONSULTANT as outlined in EXHIBIT B, incorporated and included herein. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures and proof of insurance as set forth in section 3 -9. 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. 3. General Provisions 3 -1. Term of the Agreement: The initial term for the provision of services as set forth in section 1 of this Agreement shall be for a period of two (2) years commencing January 1, 2017, with one (1) one - year option exercisable in the sole discretion of the City, by a writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with section 3 -2. 55B -29