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EXHIBIT 1 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 7th day of April, 2015, by and between Keyser Marston Associates, Inc. (hereinafter "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). RECITALS A. The Authority desires to retain a qualified consulting firm having special skill and knowledge in the field of financial consulting services and development. 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 provide on-call housing financial analysis and advisory services for housing projects and programs within the City of Santa Ana. These services include but are not limited to: housing activities funded by Community Development Block Grant (CDBG), HOME Investment Partnership Grant (HOME), other competitive federal grants, the City's Inclusionary Housing funds, and housing revenue bond financed programs, as set forth in more detail in Consultant's Proposal attached hereto and incorporated herein as Exhibit A. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to Authority any work product which results from the services provided. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, and drawings, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the Authority, and (b) the authors of all such material, whether copyrighted or not, award to the Authority, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials, excluding proprietary computer models. 1