25C - AGMT - RIGHT-OF-WAY APPRAISAL SRVS

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APPRAISAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 21" day of March, 2011, by and between DESMOND, MARCELLO & AMSTER, LLC (hereinafter "Consultant"), 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 business goodwill, and furniture, fixtures and equipment appraisal services. B. Consultant represents that it is able and willing to provide such services for Santa Ana. 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: 1. SCOPE OF SERVICES Consultant shall provide services, as set forth in City's Request for Proposals-Right of Way Consulting and Related Services, dated November 15, 2010, attached hereto as Exhibit A, and as more specifically described in Consultant's Proposal - Business Goodwill Appraisal Services, attached hereto as Exhibit A-1, and Consultant's Proposal - Furniture, Fixtures & Equipment Appraisal Services, attached hereto as Exhibit A-2. All exhibits are incorporated by reference. 2. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City 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 City's information systems, as agreed between the City's Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a 25C-31