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INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES N-2012-133 G -/oZ'-/ ?; CLERK OF COUNCIL DATE- (Cy - 6 2012 CONSULTANT AGREEMENT o: FMS C 0 R-%c-K Qr? THIS AGREEMENT, made and entered into this 5"' day of September, 2012 by and Lo?Ob between Strategic Solutions, a California partnership (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 grant consulting services. 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: 1. SCOPE OF SERVICES Consultant shall provide consulting services in planning, implementing and funding viable air quality, alternative energy and conservation projects, as set forth in Consultant's Proposal, attached as Exhibit A to this Agreement, and incorporated by reference. Consultant shall take direction from the Executive Director of Finance and Management Services, or his designated representative, to determine which grants, and the implementing/reporting activities required by those grants, will be addressed by Consultant. 2. DELIVERY OF WORK PRODUCT -OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this 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 shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees