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iNSURANCE NOT ON FILE A-2018-081 <br />WORK MAY NOT PROCEED <br />CLERK OF COUNCIL x-\ <br />DATA APR 16 201 <br />PROFESSIONAL SERVICES AGREEMENT <br />6,C / 00 TO PROVIDE STATE GOVERNMENT LIAISON SERVICES <br />WITH TOWNSEND PUBLIC AFFAIRS, INC. <br />TIES AGREEMENT is made and entered into this i" day of April, 2018, by and between <br />Townsend Public Affairs, Ine., a Califomia Corporation ("Consultant"), and the City of Santa Ana, <br />a charter city and municipal corporation organized and existing under the Constitution and laws of <br />the State of California ("City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the <br />field of securing state funding and achieving determined legislative and regulatory <br />outcomes on behalf of the City. <br />B. Consultant represents that it 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 <br />Agreement will be performed in compliance with such standards as may reasonably <br />be expected from a professional contracting firm in the field <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />a. Consultant shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required <br />to fully and adequately complete the services described and set forth in Exhibit A, <br />attached hereto and incorporated by reference. <br />b. Control and Pavment of Subordinates: Independent Contractor. The Services shall be <br />performed by Consultant or under its supervision. Consultant will determine the means, <br />methods and details of perfarnung the Services subject to the requirements of this <br />Agreement. City retains Consultant on an independent contractor basis and not as an <br />employee. Consultant retains the right to perform similar or different services for others <br />during the term of this Agreement. Any additional personnel performing the Services <br />under this Agreement on behalf of Consultant shall also not be employees of City and <br />shall at all times be under Consultant's exclusive direction and control. Consultant shall <br />pay all wages, salaries, and other amounts due such personnel in connection with their <br />performance of Services under this Agreement and as required by law. Consultant shall <br />be responsible for all reports and obligations respecting such additional personnel, <br />including, but not limited to: social security taxes, income tax withholding, <br />unemployment insurance, disability insurance, and workers' compensation insurance. <br />a Confbrmance to Applicable Requirements. Consultant shall be subject to the approval <br />of City. <br />Page t of 14 <br />