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CONSULTANT AGREEMENT <br />INFORMATION TECHNOLOGY ASSESSMENT <br />RFP NO. 14-049 <br />THIS AGREEMENT, made and entered into this 18th day of November, 2014 by and between <br />ThirdWave Corporation, a privately held California Corporation (hereinafter "Consultant "), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and <br />laws of the State of California (hereinafter "City "). <br />RECITALS <br />1. The City desires to retain a Consultant having special skill and knowledge in the field of <br />information technology assessments and strategic plans for local governmental organizations. <br />2. Consultant represents that Consultant is able and willing to provide such services to the City. <br />3. 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 information technology consulting firm. <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 />A. SCOPE OF SERVICES <br />Pursuant to this Agreement, Consultant shall provide the City with an Information Technology <br />Assessment. The Assessment will include all of the elements outlined in the Scope of Work section of <br />the Consultant's October 30, 2014 Proposal, attached hereto and incorporated herein as Exhibit A. <br />B. TERM <br />The term of this contract shall commence on December 1, 2014 and terminate upon completion of <br />all services outlined above, unless earlier terminated as set forth in Section H, below. Under no <br />circumstances shall the contract continue past November 30, 2015. <br />C. COMPENSATION <br />I. City agrees to pay and Consultant agrees to accept as total payment for its services, the <br />total sum of $155,829. An additional contingency often percent (10 %) of the total payment amount may <br />be expended for additional services under this contract as approved in writing by the City Manager. <br />2. All payments to Consultant shall be made based on the completion of project milestones <br />and deliverables, as detailed in Consultant's Detailed Payment Schedule, attached hereto and incorporated <br />herein as Exhibit B. Under no circumstances will payments be made in advance of work performed. The <br />City will require 10% retention of the overall project cost payable upon the City's written approval of <br />final deliverables <br />25G -5 <br />