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ATTACHMENT 5 <br />SAMPLE AGREEMENT FOR <br />PROFESSIONAL CONSULTING SERVICES <br />THIS AGREEMENT, made and entered into this day of , 2012 by and between <br />(hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal <br />corporation organized and existing under the Constitution and laws of the State of California <br />(hereinafter "City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of real <br />estate appraisal services. <br />B. Consultant represents that it is able and willing to provide a 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 terms <br />and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall provide services, as set forth in Consultant's Proposal, attached hereto as <br />Exhibit ( ) and 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 this <br />Agreement and will perform its obligations hereunder in accordance with standards and practices <br />prevailing in the industry. Consultant's contribution to the Project, including works to be produced by <br />Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third <br />person or party. Consultant shall deliver to City any work product which results from the services <br />provided. Said work product shall be submitted in hard copy and produced in a form compatible with <br />City's information systems, as agreed between the Project Manager and Consultant. <br />In regard to all material produced as a deliverable under this Agreement, including but not <br />limited to records, papers, drawings, specifications, programs, systems and other materials prepared by <br />Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and <br />volunteer workers, that (a) other such material shall be the property of the City, and may not be <br />copyrighted without prior review from the City, and (b) the authors of all such material, whether <br />Page 18 of 27 <br />19E-20