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It- <br />:3 <br />f^ <br />Iv� <br />Cl- <br />N- 2011 -097 <br />!`4bUNANCi: ON F i E <br />WORK MAY PRCrCE <br />ATIL INSURAN'.; r <br />CLERK 0� <br />��ATE <br />AGREEMENT BETWEEN THE CITY OF SANTA ANA AND FAAC, INC. <br />This Agreement (hereinafter "Agreement ") is made and entered into this �- day of <br />�ugtc�, 2011, by and between FAAC, Inc. ( "Consultant "), and the City of Santa Ana, a <br />charter city and municipal corporation of the State of California ( "City" or "Customer "). <br />FAAC and City may be referred to individually as a "Party" and collectively as the "Parties." <br />RECITALS <br />A. FAAC assembles and markets for sale computer hardware equipment for Driver <br />Training Simulator systems and licenses for use in connection therewith systems <br />software and application software either owned by FAAC or licensed to FAAC by <br />third parties. <br />B. The parties entered into Agreement #A- 2006 -014, dated February 6, 2006, <br />(hereinafter "Original Agreement ") by which FAAC agreed to lease such <br />hardware and software to City for a period of 60 months, and where upon the <br />conclusion of the lease term the title to said equipment was to pass to City. <br />C. The Original Agreement has now concluded and title to said software and <br />equipment has passed to City. <br />D. City now desires to enter into an agreement with FAAC whereby FAAC will <br />provide ongoing maintenance and support services for said equipment and <br />software subject to the terms and conditions set forth in Exhibit A [Basic Service <br />Warranty Terms] attached hereto and incorporated by reference, except as <br />amended by the terms and conditions herein. <br />E. Consultant represents that Consultant is able and willing to provide such services to <br />the City. <br />F. 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 <br />be expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and <br />subject to the terms and conditions hereinafter set forth, and contained in Exhibit A <br />except as amended herein, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall provide those services set forth in Exhibit A, attached hereto and <br />incorporated by this reference. Any services performed by Consultant prior to the date of <br />