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<br />.. l. <br /> <br />A-2008-013 <br /> <br />,. <br />~. <br /> <br />INSURANCE NOT REQUIRED <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />DATI=' JAN 1 4 2008 <br />0'. i~~ Ge~enl t..:lnM l~~\\y <br />L2 <br /> <br />LARGE ACCOUNT RESELLER AGREEMENT <br />FOR THE CITY OF SANTA ANA UNDER THE <br />MICROSOFT ENTERPRISE AGREEMENT AND <br />SOFTWARE LICENSING AGREEMENT <br /> <br />THIS AGREEMENT, made and entered into this ih day of January, 2007 by and <br />between CompuCom Systems, Inc., a Delaware corporation (hereinafter "CompuCom"), <br />and the City of Santa Ana, a charter city and municipal corporation organized and <br />existing under the Constitution and laws ofthe State of California (hereinafter "City"). <br /> <br />RECITALS <br /> <br />A. The City of Santa Ana (hereinafter "City") has elected to purchase Microsoft licenses <br />and services under the terms and conditions of the Microsoft Enterprise Agreement <br />for State and Local Governments and the Microsoft SLP Agreement for State and <br />Local Governments. <br /> <br />B. The City of Santa Ana has selected CompuCom as the large account reseller to <br />provide services for Microsoft pursuant to the Enterprise and Select Agreements. <br /> <br />NOW THEREFORE, in consideration of the mutual and respective promises, and <br />subject to the terms and conditions hereinafter set forth, the parties agree as follows: <br /> <br />1. SCOPE OF SERVICES <br /> <br />CompuCom shall provide Large Account Reseller (LAR) services pursuant to the <br />Microsoft Enterprise Agreement (EA) with the County of Riverside (COR)/California <br />County Information Services Dictors Association (CCISDA) Master Agreement, and the <br />Microsoft Select Agreements, including the State of Cali fomi a's Software Licensing Program <br />(SLP) or California Multiple Award Schedule (CMAS) Master Agreements, collectively referred <br />to as "Master Agreements" and on file with the Santa Ana Clerk of the Council. City retains the <br />right to purchase licenses and/or services pursuant to either Microsoft Master agreement, based <br />only on which provides the greater benefit to the City. <br /> <br />Said services shall be provided pursuant to the terms and conditions set forth in <br />CompuCom Systems, Inc Response to Request for Proposals, dated November 14, 2007, attached <br />hereto as Exhibit A, and incorporated by this reference. <br /> <br />This Agreement and all Exhibits attached hereto shall be construed together as one <br />document. In the event of a confl ict among the documents, the provisions of this Agreement shall <br />take precedence, followed by the provision ofCompuCom's Proposal and then the RFP. <br /> <br />2. COMPENSATION <br /> <br />a. City agrees to pay, and CompuCom agrees to accept as total payment for its <br />services, the stated percentage of Microsoft licenses and related products purchased <br />through CompuCom as Microsoft's LAR, as identified in Exhibit B. The total sum to be <br />