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PROFESSIONAL SERVICES AGREEMENT <br />CITY OF SANTA ANA <br />THIS AGREEMENT is made and entered into this 8 "' day of July 2015 by and between <br />Cole & Associates, Inc. a Missouri corporation d.b.a. Cole Design Group in California <br />(hereinafter referred to as " Consultant" or "Cole & Associates ") and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of <br />the State of California (hereinafter "City "). <br />NOW THEREFORE, in consideration of the mutual and respective promises, and <br />subject to the terms and conditions hereinafter set forth, the parties agree as follows: <br />TERM <br />This Agreement shall commence on July 8, 2015 for a one (1) year tern with the option <br />for the City to grant up to one one -year renewal options exercisable by the City Manager and the <br />City Attorney, unless terminated earlier in accordance with Section 15, below. <br />1 SCOPE OF WORD <br />Consultant agrees to perform during the tern of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in Scope of Services - Exhibit A, <br />attached hereto and incorporated into this Agreement by reference. <br />3. SCHEDULE OF SERVICES <br />Upon Notice to Proceed issued by the City, Consultant shall complete services and shall <br />perform and deliver there to the City as described and detailed in Exhibit A. Consultant shall <br />meet the work deliverables within the schedule and compensation approved herein. <br />4. COMPENSATION <br />City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates, fees, and charges identified in Compensation - Exhibit B, attached hereto and <br />incorporated into this Agreement by reference, in an amount not to exceed $531,594 over the <br />entire life of the Agreement, including any renewal period(s). <br />5. 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 />Exhibit 1 <br />Attachment 2 - 1 25D -5 <br />