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INSURANCE NLOT ON FILE A- 2015 -081 <br />�ORK MAY NOT PROCEED <br />CLERK OF COUNCIL <br />GATE: q'1715 CONSULTANT AGREEMENT <br />THIS AGREEMENT is made and entered into this 6th day of May 2015 by and between Black and <br />Veatch Management Consulting, a California Corporation, (hereinafter "Consultant'), and the City of <br />Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and <br />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 <br />engineering, water utility systems and financial analysis to provide professional support in <br />developing a feasibility study for Advanced Metering Infrastructure (AMI) technology. <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 />#. s <br />Consultant shall perform those services as set forth in Exhibit A to this Agreement. <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 B. The total sum to be expended under this <br />Agreement shall not exceed $50,000.00 plus a 10% contingency during the term of this <br />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 May 5, 2016, <br />unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be <br />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 />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 />Exhibit 1 <br />1- <br />