DESMOND, MARCELLO & AMSTER, LLC (2)

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INSURANCE ON PILE WORK MAY PROCEED UNfiL INSURANCE EXPIRES A-2022-077-01 q 15 .%i% CLERK OF COU 3 O 2012 DATE: JU�� AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: BUSINESS PW Ar �r GOODWILL APPRAISAL SERVICES FOR THE CITY OF SANTA ANA (,vl (M•1R�� THIS AGREEMENT is made and entered into on this 171h day of May, 2022 by and between Desmond, Marcello, & Amster, LLC. ("Consultant"), 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 ("City"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of business goodwill appraisal services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business goodwill appraisal services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, 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.