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EXHIBIT 1 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED COBRAHEAD STREETLIGHTS SAMPLE AGREEMENT THIS AGREEMENT, made and entered into this day of 2012 by , Inc. (hereinafter "Contractor"), 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"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of LED street light manufacturing and installation of LED luminaires. B. Proposer represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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: I.SCOPE OF SERVICES Contractor shall perform those services as indentified as scope of work in this Agreement. ILCOMPENSATION A. The City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in scope of work and contract pricing. The total sum to be expended under this Agreement shall not exceed $ during the term of this Agreement. B. Payment by City shall be made within sixty (60) days following receipt of payment from investor owned utility financing, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. III.TERM This Agreement shall commence on the date first written above. The contractor shall 20D-5