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INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: SEP 1 1 2007 0', P\t"arCe tWo. (2) L"fY"d.a KeUy A-2007-146 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND TELFORDS FOR PROVISION OF TEMPORARY TECHNICAL PERSONNEL SERVICES AND CONSULTING SERVICES THIS AGREEMENT, is made and entered into this 18th day of June, 2007, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of Cali fomi a ("City") and Telfords, a Partnership ("Vendor"). RECITALS A. The City desires to retain a vendor having special skill and knowledge in the field of providing temporary technical contract service personnel and consulting services. B. Vendor represents that it is able and willing to provide such services to the City. C. In undertaking the performance ofthis Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor 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 The Vendor agrees to provide temporary technical contract service personnel and consulting services, as fully set forth in the City's Request For Proposal dated March 23, 2007, attached hereto as Exhibit A-I and incorporated by this reference. Vendor shall specifically provide those types of personnel set forth in Vendor's Proposal, attached hereto as Exhibit A-2 and incorporated by this reference. The parties agree that Section 6.25 of Exhibit A-I, TRANSITION, shall be deleted and replaced with the following: "The City has been using temporary technical contract service personnel pursuant to previous Agreements. Several such people continue to provide services to the City. Should Vendor require new or additional personnel to fulfill its obligations pursuant to this Agreement, those persons already providing services through a temporary service personnel contract with the City shall be included in Vendor's candidate search." 2. Delivery of Work Product Any person providing services pursuant to this Agreement shall deliver to City any work product which results from the services provided pursuant to this Agreement. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and