HomeMy WebLinkAboutFILLER SECURITY STRATEGIES, INC. 2 -2011INSURANCE NOT REQUIRED N-2011-071
WORK MAY PROCEED
CLERK OF COUNCJL
DATE, .fUN 11??3 2411 CONSULTING AGREEMENT
O_ Pol?c?C?,
Low' This Consulting Agreement (the "Agreement") is between the City of Santa Ana,
?TaWln ("CLIENT") located at 60 Civic Center Plaza, Santa Ana, CA 92701 and Filler Security
?- ES'f?arsu\?trategies, Inc. ("CONSULTANT") whose place of business is 1250 Connecticut Avenue,
NW, Suite 200, Washington, DC 20036 and sets forth the nature of CONSULTANT'S
undertaking on behalf of CLIENT and payment arrangements with respect to the
services to be performed by CONSULTANT. This Agreement constitutes the entire
understanding and agreement of the parties regarding the Services and payment
arrangements, and supersedes any and all other prior or contemporaneous agreements,
whether written or oral.
1. SCOPE OF SERVICES: CONSULTANT agrees to perform the services described
hereunder (the "Services"). The Services are limited to consulting and shall not include
lobbying activities, including activities that would result in a requirement that
CONSULTANT register under the Lobbying Disclosure Act of 1995, and such consulting
is further limited by legal restrictions imposed upon CONSULTANT by federal conflicts of
interest statutes and regulations including, but not limited to, 18 U.S.C. 207(c) and 5
CFR Part 2641. The Services that CONSULTANT shall provide under this Agreement
are as follows:
• Provide a technical and substantive review of CLIENT'S FY 2011 Urban
Area Security Initiative Investment Justifications and provide written and
oral feedback to CLIENT following the review. There shall be no travel
by CONSULTANT in the provision of such Services.
2. WARRANTIES: CONSULTANT warrants to CLIENT that it shall perform the services
under this Agreement in accordance with generally accepted industry standards.
3. PAYMENT FOR SERVICES: In consideration of Services rendered, CLIENT shall
compensate CONSULTANT as follows:
(a) For Services to be provided, CLIENT shall pay to CONSULTANT ten
thousand U.S. dollars ($10,000). Payment shall be made by CLIENT to
CONSULTANT within thirty (30) days of receipt of an Invoice from
CONSULTANT. Such invoice shall be submitted by CONSULTANT upon
completion of the Services.
4. TERM: The term of this Agreement shall commence on the date of May 20, 201 1 and
shall terminate on June 20, 2011 .
5. CONFIDENTIAL INFORMATION: "Confidential Information" means any technical and
non-technical information related to either party's business and current, future and
proposed products and services that is in written form and is marked "Confidential" or
"Proprietary," or, if disclosed orally, summarized in writing where such summary is
marked "Confidential" or "Proprietary" and sent to the receiving party no later than fifteen
(15) days after such oral disclosure. Except as permitted in this Agreement, neither
party as the receiving party shall use, disseminate, inappropriately benefit from, or in any
way disclose to a third party the Confidential Information of the other party. The parties
may use the Confidential Information of the other party solely as necessary to perform its
obligations or exercise its rights under this Agreement. A party shall immediately give
notice to the other party of any unauthorized use or disclosure of Confidential
Information. Each party shall assist the other party in remedying any such unauthorized
use or disclosure of Confidential Information. Each party agrees not to communicate
any information to the other party in violation of the proprietary rights of any third party.
Confidential Information shall not include information which: (i) is or becomes generally
known to the public through no fault or breach of this Agreement by the receiving party;
(ii) the receiving party can demonstrate by written evidence that the information in
question was rightfully in the receiving party's possession at the time of disclosure,
without an obligation of confidentiality; (iii) is independently developed by the receiving
party without use of or access to the disclosing party's Confidential Information or
otherwise in breach of this Agreement; or (iv) is required to be disclosed pursuant to any
applicable laws, rules, regulatory authority, court order or other legal process to do so,
provided that the receiving party shall, promptly upon learning that such disclosure is
required, give written notice of such disclosure to the disclosing party.
6. DAMAGES: IN NO EVENT SHALL CONSULTANT OR CLIENT BE LIABLE FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST
SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR
DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE
LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED (INCLUDING
NEGLIGENCE), AND EVEN IF CONSULTANT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
7. RIGHTS: CLIENT acknowledges and agrees that CONSULTANT shall retain all
rights, title and interest in and to any pre-existing know-how, technology, tools, templates
or information used by CONSULTANT in performing the Services hereunder ("Tools).
CLIENT is not given any right, title or interest in the Tools. CONSULTANT and CLIENT
reserve all rights not expressly granted to either party in this Agreement. The failure of
CLIENT or CONSULTANT to enforce any right or provision of this Agreement shall not
constitute a waiver of such right or provision. Nothing contained herein shall be
construed as creating an agency, partnership, or other form of joint enterprise between
CLIENT and CONSULTANT.
AGR ND 1A/CC???TED-
For the City of Santa Ana
Name DAVID N. REAM
Title: City Manager
Date: ?'Z- ?
BY:? ??
For Filler Security Strategies, Inc
Name: ?A??v?. ?? ?? ?
Title: Pl?? ?C.??
Date: ? ??? 11
Filler Security Strategies-Santa Ana
Agreement Letter, May 201 1
ATTEST:
??_ ? ??,?
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
?? L ? ?'
eresa L. Judd
Assistant City Atto y
RECOMMENDED FOR APPROVAL
I M. Walters
Chief of Police
Filler Security Strategies-Santa Ana
Agreement Letter, May 201 1