STRAIGHTLINE COMMUNICATIONS 5 - 2010

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N -201 0 -116 WC required if consultant has employees DEC 2 0 2010 CONTRACTOR AGREEMENT TGm � � X THIS AGREEMENT, made and entered into this 19 "' day of November, 2010 by and �/'� between Straightline Communications (hereinafter "Contractor ") 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 professional copywriting, design and publishing services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from 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: SCOPE OF SERVICES Contractor shall provide copywriting, design and publishing services necessary to prepare the 2010 Water Quality Report, as set forth in Exhibit A to this Agreement. Additional services performed by Consultant must be authorized in writing by the Water Services Quality Coordinator, prior to commencement of such additional services. 2. DELIVERY OF WORK PRODUCT Contractor shall deliver to City all work - product resulting from the services provided. City shall retain ownership and control of any work product produced as a deliverable pursuant to this Agreement, including but not limited to photographs, negatives, writings, images, discs, drawings, recordings and videotapes. Contractor authorizes City, in its sole discretion, to make any editorial changes, additions, deletions, abridgment and condensation whatsoever in the body of the Work, and is further authorized to title, sub - title, and change the title and image of the Work, and to couple the Work with any ancillary work, including, but not limited to, other writing, photos, images, sounds, video, and animations, such authorization shall extend to all subsequent uses of the rights owned by the City pursuant to this Agreement. City reserves the right to omit any part or all of the Work submitted by Contractor. 3_ WARRANTY OF RIGHTS_ Contractor warrants and represents that the Work is original and has not been published or altered; that he or she is the sole Creator of the Work and has full power, free of any prior