INTERNATIONAL MANAGEMENT SYSTEMS CORPORATION (2)

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OSUC it I' -IL A-2001-255 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND INTERNATIONAL MANAGEMENT SYSTEMS CORPORATION THIS AGREEMENT, is made and entered into this 18"' day of December, 2001, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City") and International Management Systems Corporation ("Vendor"). WHEREAS, the City desires to retain the services of Consultant to provide temporary technical contract service persons and consulting services. THEREFORE, in consideration of their mutual and respective promises, the parties hereto do hereby state as follows: 1. Terms and Conditions The term of this Agreement shall cover the period beginning on December 18, 2001 and ending on December 17, 2002 with an option, at City's discretion, of four (4), one (1) year renewals (Exhibit A, section 5.28). All terns and conditions more fully set forth in: (a) The City's Request for Proposal ("UP"): "Temporary Technical Contract Service Persons and Consulting Services", issued November 02, 2001 (Exhibit A) (b) The Vendor's Proposal, dated November 26, 2001 (Exhibit B) shall have full force and effect in this Agreement. Said terms and conditions are attached hereto as Exhibit A and B, and incorporated herein by reference. 2. Scope of Services The Vendor has the requisite knowledge, skills, and expertise and agrees to perform the services as fully set forth in the RFP (Exhibit A) for the categories of information services and business/ application/project consulting services (Exhibit A, section 1.4) and for payrolling (Exhibit A, section 2.4.c). 3. Compensation The City will pay to Vendor total compensation under this Agreement which shall not exceed $1,900,000. Said total compensation shall be divided between any and all of the Vendors selected by the City, as determined at the City's discretion. The City will pay the agreed upon percentage markup rate over the base hourly rate(s), as outlined in Exhibit A (sections 2.4, 5.14, 5.17). Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed and/or products purchased, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.