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AGREEMENT FOR PROVISION OF <br />PROFESSIONAL SERVICES <br />THIS AGREEMENT, made and entered into this 4°i day of February, 2014 by and <br />between Bucknam Infrastructure Group, Inc., a California corporation (hereinafter "Consultant ") <br />and the City of Santa Ana, a charter city and municipal corporation organized and existing under <br />the Constitution and laws of the State of California (hereinafter "City "). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />pavement management practices. <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 tinder 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 (hereinafter "Services ") required to fully and adequately update the City's <br />Pavement Management Program and develop best practices recommendations for efficiency and <br />cost effectiveness (hereinafter, the "Project "), as more fully set forth Consultant's Proposal dated <br />December 30, 2013, attached hereto as Exhibit A and incorporated by reference. <br />If during the term of this Agreement, the parties agree that additional services are <br />necessary to complete the Project, Consultant shall provide a separate written estimate for such <br />services. No additional services shall be authorized unless a separate estimate is given for said <br />work and the estimate is approved by the Executive Director in writing before the work is <br />commenced. Work performed prior to obtaining written approval of the City shall not be included <br />within the Scope of Work and may not be paid. <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 />25G -3 <br />