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A-2019-203 <br />ERK (%i- wUNCIL <br />!.;ATE. <br />o e P'tiu(I1 a 4y Rasn s �s <br />NOV 22" 2019 AGREEMENT TO PROVIDE SUPPORT AND MAINTENANCE <br />Z 7 SERVICES FOR SCADA SYSTEM SOFTWARE <br />THIS AGREEMENT is made and entered into this 5th day of November, 2019 by and between <br />Kapsch TrafficCom USA, Inc. ("Contractor"), and the City of Santa Ana, a charter city and <br />municipal corporation organized and existing under the Constitution and laws of the State of <br />California ("City"). <br />RECITALS <br />A. The City has previously purchased from Contractor support and maintenance <br />services for the Supervisory Control and Data Acquisition System (SCADA) <br />software utilized by the Water Resources Division of the Public Works Agency for <br />the City's water production facilities. <br />B. The City desires to purchase from Contractor additional support and maintenance <br />services and other related components. <br />C. In undertaking the performance of this Agreement, Contractor represents that it is <br />knowledgeable in its field and that any services performed by Contractor under this <br />Agreement will be performed in compliance with such standards as may reasonably <br />be expected from a professional contracting 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 <br />Contractor shall perform the services that are described in Contractor's proposal that is <br />attached and fully incorporated as Exhibit A. <br />2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services <br />under this Agreement, the rates and charges identified in Exhibit A. The total <br />annual sum to be expended under the term of this Agreement, including any <br />extension periods, shall not exceed $50,000, which is comprised of (1) the annual <br />allocations stated in Exhibit A and (2) a contingency in the amount of the remaining <br />balance for additional services at the City's sole discretion. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals and Scope of Work, which may reasonably be <br />expected by City. <br />Paae I of 8 <br />