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AGREEMENT FOR PROVISION OF <br />THIS AGREEMENT, made and entered into this 4th day of February, 2014 by and <br />between Kiley Company (hereinafter "Consultant ") and the City of Santa Ana, a charter city and <br />municipal corporation organized and existing under the Constitution and laws of the State of <br />California (hereinafter "City "). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />real property appraisal 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 />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall provide all labor, materials, tools, equipment, services and incidental <br />customary work required to fully and adequately provide real property appraisals, as set forth in <br />City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as <br />Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All <br />attached Exhibits are incorporated by this reference. Consultant services shall be provided on an <br />on -call basis at the written request of the Executive Director of Public Works, or his designee. <br />2. OWNERSHIP OF MATERIALS <br />This Agreement creates a non- exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared <br />or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant <br />shall require all subcontractors to agree in writing that City is granted a non- exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />any way in its use of the Documents and Data at any time, provided that any such use not within <br />the purposes intended by this Agreement shall be at City's sole risk. <br />3. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. <br />The total sum to be expended by City under this Agreement shall not exceed $200,000.00 during <br />the term of this Agreement. <br />itbTA <br />