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APPENDIX B - Sample Agreement <br />AGREEMENT BETWEEN THE CITY OF SANTA ANA <br />AND <br />THIS AGREEMENT (said Agreement), made and entered into this day of January 2012 by <br />and between (hereinafter "Vendor" or " "), and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (hereinafter "City"). These entities are hereinafter sometimes jointly referred to as <br />"PARTIES" and individually as "PARTY". <br />RECITALS <br />A. The City makes extensive use of its computing environment to support key business <br />operations in every City Agency and Department. <br />B. Key computer-based services such as electronic mail, Internet access, secure data storage, as <br />well as computer applications such as payroll, SAPIN etc. operate on server -class computers <br />in the City and Police Computer Centers. <br />C. Due to the critical nature of these services and applications to the daily operation of the City, the <br />City desires to retain a vendor having special skill and knowledge in the field of maintenance of <br />"server -class" computers and related equipment. Further, City desires to retain a vendor that will <br />provide hardware maintenance service to the City for "24 hours per day, 7 days a week". <br />D. Vendor represents that Vendor is able and willing to provide the services to the City, which are <br />set forth in the Exhibits attached hereto and listed in Section I.A. below. <br />E. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in <br />its field and that any services performed by Vendor under this Agreement will be performed in <br />compliance with such standards as may reasonably be expected from a professional maintenance <br />services firm in the field. <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 />SCOPE OF SERVICES <br />a. Vendor shall perform those services as set forth in Exhibit A "Proposal " and <br />Exhibit B "Request for Proposal — Data Center Maintenance and Support Services for City of Santa Ana <br />California" (hereafter "RFP") to this Agreement. <br />b. The City reserves the right to seek services outside the terms and conditions of this contract <br />regarding the maintenance and support of data center equipment and systems. <br />c. Documents To Be Construed Together. All documents ("Exhibits") referred to in the <br />Agreement, and the Agreement to be entered into between Vendor and the City, and all modifications of <br />said Exhibits, shall be construed together as one document. In the event of a conflict among the <br />City of Santa Ana Page 30 of 39 <br />Exhibit A <br />