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PROFESSIONAL SERVICES AGREEMENT <br />THIS AGREEMENT, made and entered into this _ day of 2014, by acid <br />between KEYSER MARSTON ASSOCIATES, INC., a California corporation ("Consultant'), <br />and the City of Santa Ana, a charter city and municipal corporation of the State of California <br />( "City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge to provide on. <br />call consulting services to assist the City's Planning and Building Agency with the <br />implementation of the Housing Opportunity Ordinance. <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 />tenns and conditions hereinafter set forth, the parties agree as follows: <br />SCOPE OF SERVICES <br />Consultant shall provide development project and Housing Opportunity Program <br />management consulting services on an on -call basis to the City. The scope of services and <br />budget is attached hereto as Exhibit A and is incorporated by this reference to this Agreement. <br />2. DELIVERY OF WORK PRODUCT <br />Consultant shall deliver to City all work products that result from the services provided. <br />Said work product shall be submitted in hard copy and produced in a form compatible with the <br />City's computer system, as agreed between the Project Manager and Consultant. In regard to all <br />copyrightable material produced as a deliverable under this Agreement, including but not limited <br />to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer <br />programs, Consultant agrees, for itself and for its affected officers, employees, agents, <br />contractors, and volunteer workers, that (a) other such material may not be copyrighted without <br />prior review from the City, and (b) the authors of all such material, whether copyrighted or not, <br />award to the City, and to its officers, agents and employees acting within the scope of their <br />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 />L*IIlIMIS <br />25A -3 <br />