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CONSULTANT AGREEMENT <br />THIS AGREEMENT, made and entered into this 4`h day of September, 2012 by and between <br />Redlands Software Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (hereinafter "City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />Geographic Information System programming and technical services. <br />B. Consultant represents that it is able and willing to provide such services to the City. <br />C. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by it under this Agreement will be <br />performed in compliance with such standards as may reasonably be expected from a professional <br />consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms <br />and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall provide Geographic Information System (GIS) programming and technical <br />services, as set forth in Exhibit A to this Agreement. Consultant shall work at the direction of GIS <br />Administrator and/or Administrative Services Manager of City of Santa Ana Public Works Agency. <br />2. DELIVERY OF WORK PRODUCT <br />Consultant shall deliver to City any work product which results from the services provided. Said <br />work product shall be submitted in hard copy and produced in a form compatible with City's computer <br />system, as agreed between the Project Manager and Consultant. <br />In regard to all copyrightable material produced as a deliverable under this Agreement, including <br />but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and <br />computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, <br />and volunteer workers, that (a) other such material may not be copyrighted without prior review from the <br />City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its <br />officers, agents and employees acting within the scope of their official duties, as a condition of payment <br />to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental <br />purposes to disclose, publish, translate, reproduce, and use such materials. <br />3. COMPENSATION <br />1. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and <br />charges identified in Exhibit B. Consultant shall not provide services in excess of $10,000 per <br />month. The total sum to be expended under this Agreement shall not exceed $120,000.00, <br />annually, during the term of this Agreement. <br />251-3