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CIVIC CENTER VIDEO MAINTENANCE AGREEMENT <br />THIS CIVIC CENTER VIDEO MAINTENANCE AGREEMENT is made and entered into this 1st day of <br />June, 2015 by and between Siemen's Industry, Inc., a Delaware corporation, (hereinafter "Consultant'), <br />and the City of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California (hereinafter "City "), <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of video <br />maintenance, providing an extended warranty for video equipment, and video equipment <br />cleaning services for the Civic Center video monitoring system. <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 />SCOPE OF SERVICES <br />Consultant shall perform those services as set forth in Exhibit A to this Agreement which will <br />include generally software maintenance, extended warranty repair and replacement coverage, <br />preventative maintenance and equipment cleaning services. <br />2, 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 one hundred and seventy -four thousand nine hundred and <br />fourteen dollars ($174,914.00) during the term of this Agreement, <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 May 31, 2016, <br />unless terminated earlier in accordance with Section 15, below. The Agreement includes two (2) one <br />(1) year options to renew exercisable upon mutual agreement of the parties. The term of this <br />Agreement may be extended upon a writing executed by the City Manager and the City Attorney. <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 />25F -3 <br />