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APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT PROFESSIONAL SERVICES AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this _day of 2020 by and between (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"). 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. TERM This Agreement shall commence on 2020 for a three (3) year term with the option for the City to grant up to two one-year renewal options exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 2. SCOPE OF WORK Consultant agrees to perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated into this Agreement by reference. 3. SCHEDULE OF SERVICES Upon Notice to Proceed issued by the City, Consultant shall complete services and shall perform and deliver them to the City as described and detailed in Exhibit A. Consultant shall meet the work deliverables within the schedule and compensation approved herein. 4. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates, fees, and charges identified in Compensation - Exhibit B, attached hereto and incorporated into this Agreement by reference, in an amount not to exceed over the entire life of the Agreement, including any renewal period(s). 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or City of Santa Ana RFP 20-019 Attachment 2 (Page 1 of 8)