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CONSULTANT AGREEMENT <br />THIS AGREEMENT Is made and entered into this 5th day of May, 2015 by and between Siemens <br />Industry, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California ( "City "). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of HVAC <br />and lighting controls technical support end maintenance and related matters. <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 />2. COMPENSATION <br />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 $218,942.00 during the term of this Agreement. This <br />amount includes a contingency of up to $25,000 for each year of the Agreement for <br />related HVAC repairs as may be performed by Consultant at the sole discretion of City. <br />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 April 30, 2018, <br />unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be <br />extended for two (2) additional one -year terms upon a writing executed by the City Manager and the <br />City Attorney, at a cost to be mutually agreed upon by the parties. <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 />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance <br />and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />1 <br />25F -3 <br />