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<br />" INSUl\' "L ,;JI ON FlU: <br />'NO~F, i.iA'! !'JOt PROCEED <br />CLERK OF COUNCIL <br />flAIL /-/1-07 <br /> <br />A-2006-279 <br /> <br />CONSULTANT AGREEMENT <br /> <br />c: (JvJfI.(21 <br />OJ. $J~Iil.) <br /> <br />THIS AGREEMENT, made ilnd entered into this 16th day of October, 2006 by and <br />between Transdyn, Inc., a CtlliferHil&oj.p6~aiion (hereinafter "Consultant"), and the City of <br />" <br />Santa Ana, a charter city and municipal corporation organized and existing under the <br /> <br />Constitution and laws of the State of California (hereinafter "City"). <br /> <br />nJ1l <br /> <br />RECITALS <br /> <br />A. The City desires to retain a consultant having special skill and knowledge to provide <br />design and installation labor and materials to upgrade the City's Water Supervisory <br />Control and Data Acquisition System (hereinafter "SCADA") and convert its <br />communications path from phone lines to radio. <br /> <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />City. <br /> <br />C. In undertaking the performance ofthis Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultant under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br /> <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br /> <br />1. SCOPE OF SERVICES <br /> <br />Consultant shall perform those services as set forth in Exhibit A to this Agreement. <br /> <br />2. COMPENSA nON <br /> <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services, <br />the rates and charges identified in Exhibit B. The total sum to be expended under this <br />Agreement shall not exceed $950,000.00 during the term of this Agreement. <br /> <br />b. Payment by City shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Payment need not <br />be made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by City. <br /> <br />3. OWNERSHIP OF SOFTWARE <br /> <br />The City acknowledges that at all times the Consultant shall retain title to, ownership of <br />and all applicable identified intellectual property rights, patents, copyrights and trade secrets in <br />any Consultant applications (including all Derivative Works, Maintenance Modifications, <br />