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AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4"' day of February, 2014 by and between MGT OF AMERICA, a California corporation (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the analysis of governmental services to develop OMB A -87 related indirect cost rates and prepare a Public Works agency -wide OMB A -87 cost allocation plan. B. Consultant represents that Consultant is able and willing to provide such services to the City. 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 Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately perform cost analyses to develop the OMB A -87 Public Works Agency Cost Allocation Plans for use in FY 06/07 (based on FY 04/05 actual expenditures), FY 09/10 (based on FY 07/08 actual expenditures), and FY 13/14 (based on FY 11/12 actual expenditures), as set forth in Consultant's quote, attached hereto as Exhibit A and incorporated by this reference. If during the term of this Agreement, the parties agree that additional services are necessary to meet OCTA requirements, Consultant shall provide a separate written estimate for such services. No additional services shall be authorized wiless a separate estimate is given for said work and the estimate is approved by the City Manager in writing before the work is commenced. 2. OWNERSHIP OF MATERIALS This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 251 -3