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C t SURANGE U; 1i: RK Enry PRICEED NTIL I,;SURANCE EXPIRES CLERK OF COUNCIi.. DATE: '7- 7, i — I CONSULTANT AGREEMENT A -201 6 -162 THIS AGREEMENT is made and entered into this 21st day of .tune 2016 by and Between Keenan & Associates, a California Corporation, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge In the field of insurance product%'and related services in conjunction with the health and welfare benefits provided to the City's eligible employees B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and condition's hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to:this Agreement. 2. COMPENSATION a. City and Consultant agree that City shall not pay any compensation to Consultant under this Agreement, All compensation to Consultant shall be directly paid by the insurance carriers to the Consultant according to the commission arrangements, b. Consultant agrees to accept current commission agreements in place with the insurance carriers and notify the City of any change in commission structure. 3. TERM This Agreement shall commence on the date first written above and terminate on ,tune 30, 2018, unless terminated earlier in accordance with iSection 15, below, The City may extend the term for one (1) additional three-year period upon the exercise of an option executed in writing by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant $hall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employees social security taxes, unemployment Insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.