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PROFESSIONAL SERVICES AGREEMENT <br />THIS AGREEMENT, made and entered into this day of , 2011 by and <br />between IBI Group, a California corporation ("Consultant"), and the City of Santa Ana, a charter <br />city and municipal corporation of the State of California ("City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field <br />of circulation element updates and services. <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 />terns and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall provide professional services pertaining to planning and environmental <br />services to prepare the General Plan Circulation Element update. The scope of services <br />(including estimated fees and costs) is attached hereto as Exhibit A and is incorporated by this <br />reference to this Agreement. <br />2. DELIVERY OF WORK PRODUCT <br />Consultant shall deliver to City all work product which results from the services <br />provided. Said work product shall be submitted in hard copy and produced in a form compatible <br />with the City's computer system, as agreed between the Project Manager and Consultant. In <br />regard to all copyrightable material produced as a deliverable under this Agreement, including <br />but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, <br />and computer programs, Consultant agrees, for itself and for its affected officers, employees, <br />agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted <br />without prior review from the City, and (b) the authors of all such material, whether copyrighted <br />or not, award to the City, and to its officers, agents and employees acting within the scope of <br />their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, <br />irrevocable license throughout the world for governmental purposes to disclose, publish, <br />translate, reproduce, and use such materials. <br />25A-3