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INSURANOE ON MIXA-20116-166 NloAK MA° PROCEED UNTIL INSLIRANCE EXPIRES t "a -- 11,k - 2.0 i (g CLERK OF COUNCIL i)ATE: -7 VQ —1 9L1NStJt,TANT AGREEMENT THIS AGREEMENT Is made and entered into this 21st day of June, 2016 by and between Western Audio Visual, a subchapter S corporation entity, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of tine State of California (hereinafter "City"), U40LALA A. The City desires to retain a consultant having special skill and knowledge in the field of audiovisual equipment, service and support, Ell Consultant represents that Consultant is able and willing to provide such services to the City, 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 those services as set forth in Exhibit A to this Agreement. The scope of services shall be in compliance with Proposal Submitted in response to the City's Request for Proposal, attached hereto as Exhibit E. 2, COMPENSATION a, City agrees to pay, and Consultant agrees to accept as total payment for its services, tine rates and charges Identified in Exhibit R The total sum to be expended under this Agreement shall not exceed $50,000 during the term of this Agreement, b, 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 falls to meet the standards of performance set forth In the Recitals which may reasonably be expected by City. 6. TERM This Agreement shall commence on the date first written above and terminate on Juice 20, 2017, unless terminated earlier in accordance with Section 15, below. 'The terra of this Agreement may be extended for two suocessive two year periods, subject to nonsubstantive changes, upon a writing executed by the City Manager and the City Attorney, 4, INDEPENDENT CONTRACTOR Consultant shall, during the entire term 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 exerclse, discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salarles and wages, employer's social security taxes, unemployment insurance Exhibit 2 25A-29