25L - MRKTG AND PUBLIC EDUCATION SRVCS

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CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 17th day of November, 2008 by and between The Peterson Group, Inc., 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"). RF.CiTAi.S A. The City desires to retain a consultant having special skill and knowledge in the field of marketing and public education. 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 create and deliver marketing and public education services for the Santa Ana Energy Efficiency Partnership, as set forth in Exhibit A to this Agreement. The Parties anticipate that additional funds will be made available for additional Energy Efficiency Partnership marketing and educational projects. If such funding is made available, future projects may be approved, in writing, by the Executive Director of Public Works or his designated representative. 2. WARRANTIES -OWNERSHIP -WORK FOR HIRE 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's performance hereunder, including all suggestions, ideas or other contributions to the Project, and the resulting works, including without limitation visual concepts, logos and slogans, 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 25L-3