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DocuSign Envelope ID: DDFB4565-1 CFF-4604-9A6D-4723AB034B02 <br />A-2021-223-02 <br />INSURANCE NOT ON FILE <br />WORK MAY NOT PROCEED <br />CLERK OF COUNCIL AGREEMENT TO PROVIDE ON -CALL <br />DATE: ACQUISITION AND RELOCATION SERVICES <br />FOR THE CITY OF SANTA ANA <br />r Pw0pnni Nign) DEC 0 2 2021 <br />(2.) T. T. THIS AGREEMENT is made and entered into on this 16th day of November, 2021 by and <br />between Overland, Pacific & Cutler LLC, a Delaware limited liability company registered to do <br />business in California ("Consultant"), 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 <br />("City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />acquisition and relocation services on an as needed basis. <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />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 Consultant 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 />On an on -call basis, and at the City's sole discretion, Consultant shall perform the services <br />described in the scope of work that was included in RFP No. 21-075, which is attached as Exhibit <br />A, and as more specifically delineated in Consultant's proposal, which is incorporated herein <br />by reference. <br />2. COMPENSATION <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Consultant under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit B. <br />Consultant is one of two (2) consultants selected to provide acquisition and relocation <br />services on an on -call basis under RFP 21-075. The total compensation for these <br />services provided by all such consultants selected under RFP 21-075 shall not exceed <br />the shared aggregate amount of five hundred thousand dollars and zero cents <br />($500,000.00) during the term of the Agreement, including any extension periods. <br />b. Payment by City shall be made within 45 days (forty-five) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work, which fails to meet the standards of performance <br />Page 1 <br />Non -Fed Funding (6.1.2020) <br />