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MURANCC ON fILC
<br />WORK MAY PROCEED
<br />UNTIL IN6UFlANCE �PIFiES
<br />CLERK OF CCUNCIk.,
<br />DATA: LIAR 2 5
<br />AGREEMENT FOR PROVISION OF
<br />PROFESSIONAL SERVICES
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<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 />3. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
<br />City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference.
<br />The total sum to be expended by City under this Agreement shall not exceed $300,000.00 during
<br />the tern of this Agreement.
<br />THIS AGREEMENT, trade and entered into this 'l8th day of February 2014 by and
<br />between IDModeling, Inc., a California corporation (hereinafter "Consultant ") and the City of
<br />Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
<br />}
<br />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 />water system computer modeling services.
<br />B. Consultant represents that Consultant is able and willing to provide such services to the
<br />;�
<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 />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 required to fully and adequately create a Santa Ana water system hydraulic
<br />computer model, as set forth in Consultant's Proposal, attached hereto as Exhibit A.
<br />Additionally, Consultant will provide a Fire Flow Analysis, Criticality Analysis, Water Quality
<br />Analysis and Energy Analysis, as described in Exhibit A.
<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 />3. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
<br />City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference.
<br />The total sum to be expended by City under this Agreement shall not exceed $300,000.00 during
<br />the tern of this Agreement.
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