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INSURANCE NOT REQUIRED <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />N-2009-001 <br />DATE: f -?-061 <br />0, PD -Fscar (1) CONSULTING AGREEMENT <br />LOr � Lex"U iJn <br />(&,,-Joe, +�7 )This Consulting Agreement (the "Agreement") is between the City of Santa Ana, <br />("CLIENT") located at 60 Civic Center Plaza, Santa Ana, CA 92701 and Filler Security <br />Strategies, Inc. ("CONSULTANT") whose place of business is 1250 Connecticut Avenue, <br />NW, Suite 200, Washington, DC 20036 and sets forth the nature of CONSULTANT'S <br />undertaking on behalf of CLIENT and payment arrangements with respect to the <br />services to be performed by CONSULTANT. This Agreement constitutes the entire <br />understanding and agreement of the parties regarding the Services and payment <br />arrangements, and supersedes any and all other prior or contemporaneous agreements, <br />whether written or oral. <br />1. SCOPE OF SERVICES: CONSULTANT agrees to perform the services described <br />hereunder (the "Services"). The Services are limited to consulting and shall not include <br />lobbying activities, including activities that would result in a requirement that <br />CONSULTANT register under the Lobbying Disclosure Act of 1995, and such consulting <br />is further limited by legal restrictions imposed upon CONSULTANT by federal conflicts of <br />interest statutes and regulations including, but not limited to, 18 U.S.C. 207(c) and 5 <br />CFR Part 2641. The Services that CONSULTANT shall provide under this Agreement <br />are as follows: <br />Provide a technical and substantive review of CLIENT'S FY 2009 Urban <br />Area Security Initiative Investment Justifications and provide written and <br />oral feedback to CLIENT following the review. There shall be no travel <br />by CONSULTANT in the provision of such Services. <br />2. WARRANTIES: CONSULTANT warrants to CLIENT that it shall perform the services <br />under this Agreement in accordance with generally accepted industry standards. <br />3. PAYMENT FOR SERVICES: In consideration of Services rendered, CLIENT shall <br />compensate CONSULTANT as follows: <br />(a) For Services to be provided. CLIENT shall pay to CONSULTANT ten <br />thousand U.S. dollars ($10,000). Payment shall be made by CLIENT to <br />CONSULTANT within thirty (30) days of receipt of an Invoice from <br />CONSULTANT. Such invoice shall be submitted by CONSULTANT upon <br />completion of the Services. <br />4. TERM: The term of this Agreement shall commence on the date of February 17, 2009 <br />and shall terminate on March 17, 2009. However, Consultant may, at the sole discretion <br />of CONSULTANT, provide services prior to February 17, 2009, which shall be included <br />within the Scope of Service of this Agreement. <br />5. CONFIDENTIAL INFORMATION: "Confidential Information" means any technical and <br />non-technical information related to either party's business and current, future and <br />proposed products and services that is in written form and is marked "Confidential" or <br />"Proprietary," or, if disclosed orally, summarized in writing where such summary is <br />marked "Confidential" or "Proprietary" and sent to the receiving party no later than fifteen <br />(15) days after such oral disclosure. Except as permitted in this Agreement, neither <br />party as the receiving party shall use, disseminate, inappropriately benefit from, or in any <br />