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iNSURANC~ NOT !~^; '"" ~ <br />WORK MAY ~ pF,(:~~~._ ~~:a <br />CLERK OF Ct7~~i~a+. <br />g~F~ FEB p 5 2009 <br />C', <br />2 0+~~. <br />CONSULTANT AGREEMENT <br />A-2oo9-012 <br />THIS AGREEMENT, made and entered into this 2nd day of February, 2009 by and <br />between International City/County Management Association, a 501(c)(3)nnn-profit corporation <br />(hereinafter "ICMA"), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California (hereinafter <br />"City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />public entity workload and staffing analysis. <br />B. ICMA represents that it is able and willing to provide such services to the City. <br />C. In undertaking the performance of this Agreement, ICMA represents that it is <br />knowledgeable in its field and that any services performed by ICMA 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 />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 />1. SCOPE OF SERVICES <br />ICMA shall conduct a workload and staffing analysis of the Santa Ana Police <br />Department as set forth in ICMA Proposal dated December 16, 2008, attached hereto as Exhibit <br />A and incorporated by reference. <br />2. WARRANTIES -OWNERSHIP -WORK FOR HIRE <br />ICMA warrants and represents that it has the absolute right to enter into and perform this <br />letter agreement and will perform its obligations hereunder in accordance with standards and <br />practices prevailing in the industry. ICMA's contribution to the Project, including works. to be <br />produced by ICMA hereunder, will not infringe or misappropriate the proprietary or personal <br />rights of any third person or party. ICMA's performance hereunder, including all suggestions, <br />ideas or other contributions to the Project, and the resulting works, including without limitation <br />videotape masters and all copies thereof, that result from the Project, shall be deemed "works <br />made for hire" as defined in the United States Copyright Act, and Agency will be deemed, as to <br />the creation of such work, the sole and exclusive author thereof. To the extent that any portion <br />of the works from the Project is determined not to be a "work made for hire", then ICMA hereby <br />assigns and transfers to Agency all worldwide right, title and interest in and to such work and <br />shall execute any and all documents reasonably necessary to effect or evidence such assignment <br />and transfer. <br />