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INSURANCE NOT REQUIRED A-2008-095 WORK MAY PROCEED CLERK OF COUNCIL DATE:9 )-�-off O : CD A (ai CONSULTANT AGREEMENT Chr s D,�O-rof'fHIS AGREEMENT, made and entered into this 51' day of May, 2008 by and between Miller & Company, P.C., a professional 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 foreign trade procedures and regulations. 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 conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall create a basic operation manual for the Santa Ana Foreign Trade Zone and, in concert with City staff, create additional documents necessary for a wider range of foreign trade zone activities, as set forth in Consultant's letter dated April 22, 2008, attached as Exhibit 1 to this Agreement, and incorporated by reference. 2. WARRANTIES - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this letter agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant's performance hereunder, including all suggestions, ideas or other contributions to the Project, and the resulting works that result from the Project, shall be deemed "works made for hire" as defined in the United States Copyright Act, and City will be deemed, as to the creation of such work, the sole and exclusive author thereof. To the extent that any portion of the works from the Project is determined not to be a "work made for hire", then Consultant hereby assigns and transfers to City all worldwide right, title and interest in and to such work and shall execute any and all documents reasonably necessary to effect or evidence such assignment and transfer.