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<br /> CONTRACTOR AGREEMENT
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<br /> THIS AGREEMENT, made and entered into this 4th day of June, 2012 by and between United Storm Water, Inc.,
<br /> a California corporation (hereinafter referred to as "Contractor"), and the City of Santa Ana, a charter city and municipal
<br /> corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City").
<br /> RECITALS
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<br /> A. The City desires to retain a contractor having special skill and knowledge in the field of spill response and storm
<br /> drain facility cleaning services.
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<br /> B. Contractor represents that it is able and willing to provide such services for the City of Santa Ana.
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<br /> C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and
<br /> that any services performed by Contractor under this Agreement will be performed in compliance with such
<br /> standards as may reasonably be expected from a professional contractor in the field.
<br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions
<br /> hereinafter set forth, the parties agree as follows:
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<br /> 1. SCOPE OF SERVICES
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<br /> Contractor shall provide services, as set forth in the Scope of Work and Contractor's Proposal, attached hereto as
<br /> Exhibits A and A-1, respectively, and incorporated by reference.
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<br /> 2. DELIVERY OF WORK PRODUCT - OWNERSHIP
<br /> Contractor warrants and represents that it has the absolute right to enter into and perform this Agreement and will
<br /> perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Contractor's
<br /> contribution to the Project, including works to be produced by Contractor hereunder, will not infringe or misappropriate
<br /> the proprietary or personal rights of any third person or party. Contractor shall deliver to City any work product which
<br /> results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible
<br /> with City's information systems, as agreed between the City's Project Manager and Contractor.
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<br /> In regard to all material produced as a deliverable under this Agreement, including but not limited to records,
<br /> papers, drawings, specifications, programs, systems and other materials prepared by Contractor, Contractor agrees, for
<br /> itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be
<br /> the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br /> material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope
<br /> of their official duties, as a condition of payment to the Contractor, a royalty-free, nonexclusive, irrevocable license
<br /> throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials.
<br /> 3. COMPENSATION
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<br /> a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges
<br /> identified in Contractor's Fee Schedule, attached hereto as Exhibit B, and incorporated by reference. The total sum to be
<br /> expended under this Agreement shall not exceed $250,000.00 during the term of this Agreement.
<br /> b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work
<br /> performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards
<br /> of performance set forth in the Recitals which may reasonably be expected by City.
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<br /> EXHIBIT 1
<br /> 1
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<br /> 25D-3
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