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INSURANCE MON FILE <br />WORK MAY Imo. PROCEED <br />CLERK OF COUNCIL N-2o�7-173 <br />ot,` DATE- W 12 2017 CONSULTANT AGREEMENT <br />® %6=n IS AGREEMENT is made and entered into this A5t day of August, 2017 by and between Goodwill <br />Industries of Orange County, CA dba DEARnitely Professional Interpreting Services, a non-profit <br />organization, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal <br />corporation organized and existing under the Constitution and laws of the State of California (hereinafter <br />"City"), <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />providing sign language interpreting services including American Sign Language, CASE, PSE, <br />SEE, and other styles of sign language. <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 />1. SCOPE OF SERVICES <br />Consultant shall perform those services as set forth in Exhibit A to this Agreement, <br />Z 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 A. The total sum to be expended under this <br />Agreement shall not exceed $25,000 during the term of this Agreement. <br />b, Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment <br />need not be made for work which fails to meet the standards of performance set forth in <br />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 June 30, <br />2018, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may <br />be extended upon a writing executed by the City Manager and the City Attorney. This Agreement has <br />one optional one (1) year renewal that can be exercised in the City's sole discretion. <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 manner 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 />provided in a manner consistent with all applicable standards and regulations governing such services, <br />