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AGREEMENT TO PROVIDE ENTERPRISE ASSET MANAGEMENT <br />CONSULTING AND IMPLEMENTATION SERVICES <br />THIS AGREEMENT is made and entered into this 19th day of December, 2017 by and between <br />`J­4tjTf,, Yii (-"Consultant"), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California ("City"). <br />RECITALS <br />A. On September 19, 2017, the City issued Request for Proposal No. 17-101, by which <br />it sought a consultant to provide enterprise asset management software selection <br />and implementation services. <br />B. Consultant submitted a responsive proposal that was selected by the City. <br />Consultant represents that it is able and willing to provide the services described in <br />the scope of work that was included in RFP No. 17-101 and attached as Exhibit A, <br />as related to the consulting and implementation services described therein, and as <br />further defined, clarified, or modified in Consultant's proposal dated October 19, <br />2017, which was submitted in response to RFP No. 17-101. In the event of a <br />conflict between the applicable scope of services included in Exhibit A and <br />Consultant's proposal, the Consultant's proposal shall govern. <br />C. 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 subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES AND CONSULTANT'S PROPOSAL <br />Consultant shall perform the services that are described in Exhibit A, as related to the <br />consulting and implementation services described therein, and as further delineated in Consultant's <br />proposal. Consultant's proposal is incorporated by reference as though fully set forth herein, <br />including without limitation the proposal for inventory of traffic control devices dated December <br />5, 2017. In the event of a conflict between the applicable scope of services included in Exhibit A <br />and Consultant's proposal, the Consultant's proposal shall govern. Consultant's proposal includes <br />a software solution developed by a third party. City intends to separately enter into a software <br />license agreement directly with the third party software developer for this software. All matters <br />pertaining to performance, warranties, and guarantees applicable to the software shall be as <br />provided in the software license agreement between the City and the software developer, whereas <br />all matters pertaining to performance, warranties, and guarantees applicable to implementation and <br />integration services for the selected software shall be as provided in this Agreement between the <br />City and Consultant. <br />2ib�7 <br />