25E - DEVELOPMENT OF INFORMATION SHARING WEBSITE/SECURE PORTAL

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CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 9th day of December, 2010 by and between MindTouch Inc., a California corporation (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. City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the FY09 Urban Areas Security Initiative ("UASI"), has applied for, received and accepted a grant from the federal Department of Homeland Security and through the State of California, Emergency Management Agency, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant". B. The City desires to retain a consultant having special skills and knowledge in the field of web site development. C. Consultant represents that they have the necessary skills and experience to provide such services to the City. D. Consultant has submitted a Proposal which identifies the scope, tasks and general time lines for providing the services and the costs thereof. E. 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 design, develop and deliver a web site and information sharing portal in accordance with the Technical Specifications outlined in Section IV of RFP 10-041 and the Consultants Proposal, attached hereto as Attachment A, and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $100,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing the completion of milestones as set forth in Exhibit A. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all documents, outlines, written materials, or materials prepared for the web site hereunder, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and 25E-3 Page 1 of 7