DONNA DESMOND ASSOCIATES (2) - 2014

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INSURANCE ON El k WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE: 2 _ 24 4 4 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between Donna Desmond Associates, 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 field of business goodwill appraisal services. 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 fiom 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 provide business goodwill appraisals, as set forth in City's Request for Proposals 13-075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A-1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on-call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS A-2014-038 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 hmi,ted 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. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $300,000.00 during the term of this Agreement.