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A-201 1-069 <br />INSURANCE NO.T ON FILE <br />WORK MAY NOT PROCEED APPRAISAL <br />CLERK OF COUNCI SERVICES AGREEMENT <br />DATE: c? /� <br />C ����--SIGG��✓1 cI J <br />sue` r `I HIS AGREEMENT, made and entered into this 21 s` day of March, 201 1, by and <br />� between DESMOND, MARCELLO & AMSTER, LLC (hereinafter "Consultant"), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the <br />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, and furniture, fixtures and equipment 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 — Business Goodwill Appraisal <br />Services, attached hereto as Exhibit A-1, and Consultant's Proposal — Furniture, Fixtures & <br />Equipment Appraisal Services, attached hereto as Exhibit A-2. All exhibits are incorporated by <br />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 />