070708 Agmt Tom Eidem for DT Mgmt and Consulting Serv

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CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 1st day of July, 2008 by and between Thomas Eidem, a sole proprietor (hereinafter "Consultant "), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ( "Agency "). RECITALS A. The Agency desires to retain a consultant having special skill and knowledge in the field of providing services to downtown Santa Ana and providing the Agency with expertise in the area of business improvement districts. B. Consultant represents that Consultant is able and willing to provide such services to the Agency. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant 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 Consultant shall provide all services as provided in his Proposal dated March 1, 2008, attached hereto and incorporated herein as Exhibit A, while serving in the capacity of a contract on -site interim downtown manager. 2. WORK PRODUCT Consultant shall deliver to Agency any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with Agency's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the Agency, and (b) the authors of all such material, whether copyrighted or not, award to the Agency, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 373