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<br />I' ; VIICEON ALE <br />~ . "Miff ,PROCEED <br />m.. ,INIUAANCE EXPIRES <br />J), 0 J -0') '-r"- <br />W~OOUNCIL <br /> <br />D~ JAN 1 ~ ~OQ8 CONSULTANT AGREEMENT <br />0: f\l'\Cly'(Jl.A ~_..I.l(MQ <br />llnrnela f""-V" ..'" . . rd <br />THIS AGREEMENT, made and entered mto thIS 3 day of December, 2007 by and <br />between XONOVIA Technologies, a California corporation (hereinafter "XONOVIA"), and the <br />City of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California (hereinafter "City"). <br /> <br />A-2007 -272 <br /> <br />RECITALS <br /> <br />A. City and XONOVIA entered into Agreement A-2006-287, by which XONOVIA <br />agreed to assist the Finance & Management Services department in evaluating the <br />City's IT infrastructure, security processes, and organizational structure in order to <br />promote the proper protection and deployment of resources, with a goal of assisting <br />the City with the identification of Information Technology critical assets and critical <br />information, security needs and implementation of a plan to meet those needs. <br /> <br />B. The City desires-that XONOVIA provide additional IT infrastructure evaluation services <br />arising out of the findings and recommendations from the prior services. <br /> <br />C. XONOVIA represents that XONOVIA is able and willing to provide such services to <br />the City. <br /> <br />D. In undertaking the performance of this Agreement, XONOVIA represents that it is <br />knowledgeable in its field and that any services performed by XONOVIA under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br /> <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 /> <br />1. SCOPE OF SERVICES <br /> <br />XONOVIA shall provide additional study, review and recommendations, including <br />implementation of security issues, addressed in the initial study undertaken pursuant to <br />Agreement A-2006-287, as requested, in writing by the Executive Director of Finance and <br />Management Services. This is a joint project agreement and Customer agrees to make key <br />Customer staff members available and provide access to Customer's technical and development <br />environment on a timely basis. <br /> <br />2. DELIVERY OF WORK PRODUCT <br /> <br />Except as may otherwise be agreed to by the parties in an Addendum, with respect to any <br />software or other work product identified therein, City shall own all rights in and to all software <br />and other work produce (collectively "Work Product") developed by XONOVIA for City, <br />including all intellectual property and proprietary rights thereto. To the extent any Work Product <br />