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N- 2005 -024 CONSULTANT AGREEMENT E:3 -7-05 THIS AGREEMENT made and entered into this _ day of tAct-v-Cl — , 2004 by and between Priority Dispatch Corp., a Utah corporation (hereinafter "Consultant "), and the City f✓•v of Santa Ana, a charter city and municipal corporation organized and existing under the Igr�lis Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City and Consultant have previously entered into that certain ProQA License Agreement dated May 15, 1997 (the "License Agreement "), whereby consultant has sold the city certain user rights for Consultant's proprietary emergency dispatch software, as specified in the "License Agreement ". B. The City now desires to retain a consultant having special skill and knowledge in the field of software support for emergency dispatch software. C. Consultant represents that Consultant is able and willing to provide such services to the City, as specified in the "Basic and Extended Service plan" provisions of the License Agreement and as further provided under this Agreement. D. 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 this specialized field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth in the License agreement, the parties agree as follows: 1. SCOPE OF SERVICES In consideration of compensation, Consultant shall perform software support and maintenance for the Santa Ana Fire Department's ProQA Emergency Medical Dispatch Protocol Software, as set forth in the Basic and Extended Service Plan in the License Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in the License Agreement for Basic and Extended Service, as set forth in Exhibit A, attached hereto and made a part hereof. The total sum to be expended under this Agreement shall not exceed $5,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following the signing of this consulting agreement, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.