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INSURANCE ON M <br />WORK MAY PROCEED <br />NTl NS fdANCFEXF"IFiES <br />DATE: MAR 2 g 2014 <br />AGREEMENT FOR PROVISION OF <br />PROFESSIONAL SERVICES <br />THIS AGREEMENT, made and entered into this 4th day of February, 2014 by and <br />r between Desmond, Marcello, and Amster, LLC, (hereinafter "Consultant") and the City of Santa <br />Ana, a charter city and municipal corporation organized and existing under the Constitution and <br />laws of the State of California (hereinafter "City"). <br />RECITALS <br />i A. The City desires to retain a consultant having special skill and knowledge in the Geld of <br />appraisal of furniture, fixtures and equipment ("FF&E") and business goodwill. <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />City. <br />a 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 />NOWT HERE, FORE, 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 />L SCOPE OF SERVICES <br />Consultant shall provide all labor, materials, tools, equipment, services and incidental <br />customary work required to fully and adequately provide both FF&E and business goodwill <br />appraisals, as set forth in City's Request for Proposals 13-075 — On -Call Right of Way Specialty <br />Services, attached as Exhibit A, as more specifically described in Consultant's Proposal for <br />FF&E Appraisals, attached as Exhibit A-1, and Consultant's Proposal for Goodwill Appraisals, <br />attached as Exhibit A-2. All attached Exhibits are incorporated by this reference. Consultant <br />services shall be provided on an on-call basis at the written request of the. Executive Director of <br />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 aid <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 />A-2014-039 <br />