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A-2011-070
<br />INSURANCE NOT ON FILE
<br />WORK MAY NOT PROCEED
<br />CLERK OF COUNCIL
<br />DATE:
<br />BUSINESS GOODWILL APPRAISAL
<br />O t 1,VA / 0 �� C I-) SERVICES AGREEMENT
<br />70ur, �Ir�!'t�t!11
<br />THIS AGREEMENT, made and entered into this 21" day of March, 201 1, by and
<br />between DONNA DESMOND ASSOCIATES, a California corporation (hereinafter
<br />"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
<br />existing under the Constitution 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 />business goodwill appraisal services.
<br />B. Consultant represents that it is able and willing to provide such services for Santa Ana.
<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 />SCOPE OF SERVICES
<br />Consultant shall provide services, as set forth in City's Request for Proposals -Right of
<br />Way Consulting and Related Services, dated November 15, 2010, attached hereto as Exhibit A,
<br />and as more specifically described in Consultant's Proposal, attached hereto as Exhibit A-1, and
<br />both exhibits incorporated by reference.
<br />2. DELIVERY OF WORK PRODUCT - OWNERSHIP
<br />Consultant warrants and represents that it has the absolute right to enter into and perform
<br />this Agreement and will perform its obligations hereunder in accordance with standards and
<br />practices prevailing in the industry. Consultant's contribution to the Project, including works to
<br />be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or
<br />personal rights of any third person or party. Consultant shall deliver to City any work product
<br />which results from the services provided. Said work product shall be submitted in hard copy and
<br />produced in a form compatible with City's information systems, as agreed between the City's
<br />Project Manager and Consultant.
<br />In regard to all material produced as a deliverable under this Agreement, including but
<br />not limited to records, papers, drawings, specifications, programs, systems and other materials
<br />prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents,
<br />contractors, and volunteer workers, that (a) other such material shall be the property of the City,
<br />and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees
<br />acting within the scope of their official duties, as a condition of payment to the Consultant, a
<br />royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to
<br />disclose, publish, translate, reproduce, and use such materials.
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