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Home My WebLink AboutXONOVIA TECHNOLOGIES LLC 1 -2006 A-2006-287 INFORMATION TECHNOLOGY ASSESSMENT SERVICES AGREEMENT D'~~ BETWEEN XONOVIA TECHNOLOGIES AND Lf THE CITY OF SANTA ANA Parties: XONOVIA TECHNOLOGIES LLC. 19200 Von Karman Avenue, #6024, 4th Floor, Irvine, CA 92612 Phone: + 1-(877)-XONOVIA Fax: + 1-(949)-878-4884 Customer: CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92702 This Agreement made as of October 16, 2006 between XONOVIA TECHNOLOGIES LLC, a California LLC having it's principal place of business at 13330 Clear Canyon Ct" Corona, CA 92880 (hereinafter referred to as "XONOVIA"), and City of Santa Ana, having it's principal place of business at 20 Civic Center Plaza, Santa Ana, CA 92702 (Customer), (hereinafter referred to as "COSA"). Primary Point of Contact: Y ADY KALSI XONOVIA TECHNOLOGIES LLC 6024, 19200 Van Karman Avenue, 4th Floor, Irvine, CA 92612 Phone: + 1-(877)-XONOVIA Fax: + 1-(949)-878-4884 Email: ykalsi@xonovia.com 1. Services. The contract and scope of work has been developed to assist the Finance & Management Services department in evaluating the current IT infrastructure, security processes, and organizational structure in order to promote the proper protection and deployment of resources. The goal is to provide you with a comprehensive approach to enhanced control and security within your organization by presenting opportunities to mitigate risk and overall department support. XONOVIA's goal is to assist City of Santa Ana with the identification of Information Technology critical assets and critical information, security needs and implementation of a plan to meet those needs. FOR GOOD CONSIDERATION, THE PARTIES HERTO AGREE AS FOLLOWS: ;,',;~. L( '01-/--07 1.2 - f Y-ol.> XONOVIA will assist and provide Information Technology Assessment services to City of Santa Ana. The overall scope of work is "assessment only" and has been divided into four sub-sections. This includes City of Santa Ana Main offices and all the remote sites. 1 . Core Network and Network Security Assessment 2. Servers and Server Security Assessment 3. Miscellaneous Assessment 4. Organizational Assessment Core Network and Network Security Assessment 1. Hardware (Device/Model) and functionality information for all the Networking Devices e.g. Routers, Switches, Firewalls, VPN, Concentrators, Access Control (H/W & S/W), Contents Engines, Spam filers, Spyware filters etc. 2. Topology map and connectivity information 3. Device Configurations and security configurations 4. Network monitoring tools 5. Configuration Backups and Change management 6. Policy Reviews Servers and Server Security Assessment 1. Hardware configuration of the servers 2. Server operating systems configurations 3. Server security, patches, service packs, security updates 4. Application snapshots 5. Server Backups 6. Policy Reviews Miscellaneous Assessment 1. Business Continuity and Disaster Plans, Backups and Recovery 2. Spam, Virus and Spyware protection Organizational Assessment 1. Study of Deployment of resources in the Information Technology Division. Assessment Does Not cover: Power supply equipments like UPS, Racks, cabling, applications, mainframe/UNIX/L1NUX hardware/software, application like financial application, Windows Active Directory Structures, Windows Active directory supporting protocols like DNS, WINS, DHCP, etc., home grown application, databases like SQL, ORACLE, Help Desk, Web based applications & Internet/intranet web sites. 2. Deliverables: XONOVIA will provide a written Project Assessment Report of the assessment performed and will provide observations/findings, recommendations/solutions to correct any issues and mitigate risks including Disaster Recovery Plans. XONOVIA will also include Organization Structure Plan with the report. Customer can request for rearrangement of data or compilation, collected during assessment. XONOVIA will provide the Assessment report within 30 days of the completion of the project. 3. Terms; Termination. Upon execution of this Agreement, all terms and conditions shall remain in force during any and all periods for which XONOVIA's services are provided to COSA under this Agreement and for any other periods before and lor thereafter as stated herein. The term of this Agreement shall be from November 1 sf. 2006 to and including January 2nd. 2007 (350 Hours/Approximate 44 working days). Either party may terminate the Agreement at any time prior to January 2nd, 2007 by providing to the other party written notice one (1) month prior to the effective date of termination. 4, Customer's Responsibilities, This is a joint project agreement and Customer agrees to make key Customer staff members available and provide access to Customer's technical and development environment on a timely basis. Details are in Exhibit A. XONOVIA is not responsible for any delay caused due to customer's negligence and coordination efforts. 5. Compensation. a. XONOVIA will dedicate and commit a four (4) member team eXClusively for this Assessment project which includes one Project/Account Manager, three engineers for Networking Assessment, Networking Security, Server Assessment and Server Security assessment. The total project hours are 350 hours. Customer shall pay XONOVIA a fixed bid amount of USD $175,000 (hourly fee of Engineer and Managers are approximate USD $125/hr/person) for services rendered. The total hours will not exceed 350 for onsite/ offsite assessment and documentations/reporting. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 6, Availability for Technical Support. XONOVIA shall maintain a telephone and support line, email. or DSL Intemet connection, or 11 connection to the Intemet during Normal business hours (9 AM to 5 PM Pacific Standard Time) that permits Customer to contact XONOVIA for assistance. 7. Anti-Hacking Covenant. XONOVIA covenants that under no circumstances will it or any of its employees attempt in any manner whatsoever to electronically repossess, disable, or other wise tamper with any of Customer's hardware or software, or to improperly or unnecessarily access or "hack" Customer's network or any of the data stored thereon. XONOVIA also covenants that it will maintain all reasonable security controls over remote communications access information in order to prevent access to customer's system by third parties. 8. Expenses. Customer shall pay, within thirty (30) days of receipt of a written invoice, XONOVIA customary and ordinary expenses incurred in providing the services set forth herein. XONOVIA shall seek customer's prior written approval prior to incurring any expense. In no event shall customer reimburse XONOVIA for expenses or costs incurred in connection with travel (including travel time), Living expenses or other extraordinary expenses. 9. Confidentiality. Employees of XONOVIA in the course of their duties under this agreement may have access to financial, accounting, statistical, patron records, and other data maintained with customer's computer systems. XONOVIA covenants that all data, documents, discussions, or other information developed or received by XONOVIA or provided or exposed in the course of the performance of this agreement are confidential and shall not be disclosed by XONOVIA without written authorization by customer. All customer data shall be returned to customer upon the termination of this agreement. XONOVIA covenants under this section shall survive the termination of this agreement. 10. Insurance. XONOVIA shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of one million ($1,000.000) dollars for each occurrence and in the aggregate, combined single limit, against any personal InJury, death, loss or damage resulting from the wrongful or negligent acts of XONOVIA, its officers, employees. agents and independent contractors. If such insurance contains a general aggregate limit, such limit shall apply separately to this agreement. XONOVIA shall at all times during the terms of this agreement also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of one million [$1,000.000) dollars per occurrence which will cover the drivers and automobiles used to perform services pursuant to this agreement. Such insurance shall include coverage for owned, non owned, and hired automobiles. XONOVIA agrees to maintain in full force and effect at all times during the performance of work under this agreement workers compensation insurance as required by law. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B+, VII in the latest edition of Best's insurance guide. XONOVIA agrees that if it does not keep the aforesaid insurance in full force and effect customer may either immediately terminate this agreement for default by XONOVIA, or, if insurance is available at reasonable cost, customer may take out the necessary insurance and pay, at XONOVIA expense, the premium thereon. At all times during the term of this agreement, XONOVIA shall maintain on file with the City Clerk a certificate or certificates of insurance in the form set form in Exhibit B, attached hereto and incorporated herein by this reference, showing that the aforesaid policies are in effect in the required amounts, the City of Santa Ana, its officers, employees, agents and volunteers are named therein as additional insured, and the policies cannot be canceled, reduced or otherwise modified except on thirty (30) day written notice by the insurance carrier to the customer. The certificate shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set form in this agreement. XONOVIA shall, prior to commencement of work under this agreement, file with the city clerk such certificate or certificates. The insurance provided by XONOVIA shall be primary to any coverage available to customer. The insurance policies required by this agreement shall include provisions for waiver of subrogation. Any deductibles or self-insured retentions shall be declared to and are subject to customer's approval. At the option of customer, either the insurer shall reduce or eliminate the deductibles or self-insured retentions as respects customer, or XONOVIA shall procure a bond guaranteeing payment of losses and expenses. Nothing contained herein shall be construed as limiting in any way XONOVIA obligations of indemnification under paragraph 11 or other extent to which XONOVIA may be held responsible for payment of damages to persons or property resulting from its operations, including operations and work performed or materials supplied by or on behalf of XONOVIA, any subcontractors or by anyone directly or indirectly employed by any of them. 11. Indemnification. XONOVIA agrees to indemnify customer, its officers, employees, agents and volunteers against, and will hold and save each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the acts, errors or omissions of XONOVIA, its agents, employees, subcontractors, or invitees arising out of XONOVIA performance under this agreement. XONOVIA shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all cost and expenses, including attorneys fees and cost of litigation incurred in connection herewith. XONOVIA will promptly pay any judgment rendered against customer, its officers, employees, agents, and volunteers for any such claims, damages, penalties, obligations or liabilities. In the event customer, its officers, employees, agents, or volunteers are made a party to any action or proceeding filed or prosecuted against XONOVIA for such damages or other c1airns arising out of or in connection with the acts of XONOVIA hereunder, XONOVIA agrees to pay customer, its officers, employees, agents, and volunteers reasonable costs and expenses incurred by them in such action or proceeding, including but not limited to, actual attorneys fees and costs of litigation. XONOVIA's covenants under this section shall survive the termination or expiration of this agreement. Customer agrees to indemnify XONOVIA, its officers, employees, agents and assigns against, and will hold and save each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the acts, errors or omissions of Customer, its agents, employees or volunteers. Customer shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all cost and expenses, including attorneys fees and cost of litigation incurred in connection herewith. Customer will promptly pay any judgment rendered against XONOVIA, its officers, employees, agents, and assigns for any such claims, damages, penalties. obligations or liabilities. In the event XONOVIA its officers, employees, agents, or assigns are made a party to any action or proceeding filed or prosecuted against customer for such damages or other claims arising out of or in connection with the acts of customer, or its employees, agents, or volunteers, Customer agrees to pay XONOVIA, its officers employees or agents reasonable costs and expenses incurred by them in such action or proceeding, including but not limited to, actual attorneys fees and costs or litigation. Customer's covenants under this section shall survive the termination or expiration of this agreement. 12. Independent Contractor. XONOVIA shall be an independent contractor and shall not for any purposes whatsoever be an agent or employee of customer. XONOVIA shall have no power to incur any debt or obligation for customer and shall indemnify and hold harmless customer and its officers and employees for any claims, damages, or expenses, including attorney's fees and court costs, arising out of debts or obligations incurred by XONOVIA under this agreement. XONOVIA shall not at any time or in any manner represent that it is or any of its employees, agents, or subcontractors are in any manner agents or employees of customer, or that its activities outside the scope of any project hereunder are in any manner endorsed, sponsored, or approved by customer. 13. Staffing. XONOVIA reserves the right to change the XONOVIA employees assigned to customer upon 5 days notice. City may object, in writing to any such change in employees, at which time both parties will meet to assign a mutually agreeable person to the City's project. 14. Anti-Discrimination Clause. XONOVIA shall not discriminate in the hiring or use of any employees or subcontractors on the basis of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, age or sexual orientation and shall in all respect comply with applicable nondiscrimination provisions of federal state and local law. 15. Attorney's Fees. If any legal or equitable action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non-prevailing party all attorneys fees, costs and expenses incurred by the prevailing party. 16. Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, first class postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to the other party at the address provided on page 1 of this agreement, or to such other person or address as either party may from time to time provide to the other party. 17. Assignment. Neither XONOVIA nor customer shall assign this agreement without the prior written consent of the other party and any purported assignment lacking such written consent shall be null and void. 18. Waiver. Failure or inability of either party to enforce any right hereunder shall not waive any rights with respect to any other or future rights or occurrences. 19. Time is of the Essence. Time is of the essence, and XONOVIA shall provide its services in a timely fashion. 20. Governing Law; Venue, This agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as it applies to a contract made and performed in such state, regardless of the place of execution or performance. Any action brought by either party hereunder may only be brought in any state court in California. 21. Non - Solicitation Provision. COSA agrees not to hire directly the employees or consultants of XONOVIA who is/are providing services for COSA under this Agreement, during the term of this Agreement or for a term of one (1) year from the later of (i) the date of termination of this Agreement, or (ii) the last service provided to COSA by XONOVIA. XONOVIA agrees that it will not hire, directly or indirectly for itself or another party the services of Clients to which XONOVIA has been introduced or has received information about through COSA or through any client for which XONOVIA has performed services under this Agreement.. during the term of this Agreement or for a term of one (1) year from the later of (i) the date of termination of this Agreement, or (ii) the last service provided to COSA by XONOVIA. 22. Entire Agreement; Modification. This agreement is the complete and exclusive statement of the agreement between XONOVIA and customer and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving an agent of either party, relating to the subject matter herein. NO representations or statements made by either party or either party's agents not expressly stated herein are binding on either party. The terms of this agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. XONOVIA TECHNOLOGIES LLC :AOYKA~ Title: ~'r/-.t ~ Date: ---J.J /,?:-U ) , 20 A CUSTOMER (CITY OF SANTA ANA) ~~ Title: ~+. c.;~ ~ Date: \ 2 - 't -~ ,200& APPROVED AS TO FORM: ,;;J A; ,/((-fY~{'4 /,y f'OSEPH W. FLETCHER .. City Attorney (4 '. JL // "Amm~~ l\/Q Clerk of the Council EXHIBIT A CUSTOMER RESPONSIBILTIES COSA responsibilities include: - Provide a designated Point of Contact for coordination. - Provide Physical and Logical access to all the server rooms, data centers, networking hardware, circuit rooms, telecom rooms, servers, desktops, printers, peripheral devices, applications, software and related hardware/software required to complete the assessment. - Supply primary commercial power, wiring, cable terminations, and cabling solutions for assessment. - Obtain all Legal, FCC, FAA, zoning, site access, and other permits (including, but not limited to, easements, impact studies, planning commission approval, variances, efc) necessary for this contract and any other agreements required to gain use of sites, if required. - Supply the site links (i.e. telephone circuits, microwave, leased T1, efc) as required to accommodate the data signals required for successfully running the COSA Network Infrastructure. - Secure the rights and acquire necessary permissions for access to COSA buildings and other institutions required to perform the duty. XONOVIA TECHNOLOGIES RESPONSIBILTIES XONOVIA will provide its own hardware and software necessary to complete the assessment. EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative Polley Number: 0942J 03 41 Date EntefEltt 12/1/2006 ACQRf)~ CERTIFICATE OF LIABILITY INSURANCE DJ\T~ jMMlOO/Y'NV) PROOUCER Rijhwani Insurance Agency Farmers Insurance 16700 Valley View #140 La Mirada, CA 90638 12/1/2006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAte. I~SlJREO XONO'JIA TECHNOLOGIES LLC iN8.JRER ?;.p:ARMER?, nl~':!~!~ ~()Y?_^,_ 19200 "lON KAJ?}.1EN AV #6024 4TH FLOOR IHVlllE, CA 92512 iN$UWEi'! L COVERAGES THE POUCIES or INSUPANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD lNCHCATEO, NOTW!THSTANDING ANY REQUIREMEN'r, TERM OR CONDITION OF ANY CONTRACT OR: OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERflnCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOf~DEO BY THE POUCIES OESCRiBED HEREIN IS SU8JECT TO ALL THE TERMS, EXCLUSIONS AND CONomONS OF SUCH POl-lUES AGGREGATE LIMITS SHOWN MAY HAVE ElEEN REDUCED BY PAlO CLAIMS iIisRn\i.~D'D'C' POLICY NOM.ell I.lAl1ll.lTY CifiIM$MADL OCCUR MEn EXP (>;<~y ~~J'''''MJn, 75 000 :; 000 A 03 41 12/1/2006 12/1/200.7 000 PER "pomJC;lS COMPiOP AGG lil\8111TY lRHt s 1,0.00,000 A AfJYA(HP /\11, OWNED AUTDS SCH!-:O'JlEDAlHO$ INJURY {WfrMJOl H8LlJ A,no,:~ 09421 03 41 12/1/2:006 12/1/2007 I!',JUFY mL<<.Wltj NON<{)WNED A(J1'i)S GAIt.tlE LlAlllllTY ALiY AI)l() ('/rHEA fHAN AUTO ONLY LAM::: EJ(CE8$IW81"!"'U..I.~I"',JTY Cl\C!" 5~::URRENCE "<~e\JR r, AIMS MAll" A(\SRLGf,Hi DiiD\/jlIHU WORKERS COMPfilHIAllQl'l ,\"'0 I!MPLQYEJtS'LiI<IU.ITY ANY p1'l(lpf<lnOR.iPAJlTNEflJl;'.!:CU mit !j[fiC€l.JMEMBfR EJ:.ct.Utll:D~ l!Y<>1',u.;,;tnLtlllNl<Y S"j!,'C!AL PROIIISIOt<S b~ OTHER f.\ I1'SLASF- CL.:JiS€A$E pn:':CYUMH DESCf!JPll;)" OF l,.WI!l'lAtlONS 1l..l>CAllOJl6 !Vl:!I4i::l...Eti) EXCLttslOlfll ACbEO a.t EHtH1RstiMEHT " &MlCtil.1. f>!iO\4SlOltS THE CITY o.F SANTA ANA, ITS OFFICERS, EMPLOYEES ,AGENTS PJ.'TI) VOLtfN'TEEES ARE NPJ>lED THEPEIN AS ;'.DDITIONAL INSUrED. THIS THSUf'-.A.NCE 1$ PEll11lF.1 M4D HOH CONTRIBUTORY TO A.lifL INSURANCE HEJ..J) BY 'THE CIT'l OF SANTA J...NA, ITS OFFICERS, EMPLO:ZEES. AGENTS, VOLUNTEERS, AHD SUBSIDIARIES, CERTIFICATE HOLDER CANCELLATION 3A.JIAT h.l.'lA, C;'. ~27(;n tHOULD ANY Of THE ABOVti OESCRU!EO POLICIES liE CAl'iICELLED BEFORE fIfE lEltPlftAnoN DAtE. tHEREOf. ;l-111' ISSUINO litSUl<€R WILL EHOEAV<H! "to MAR ~.Q.___ OAYS WRlT1't':H IHHICC TO m!: C€nHFICATf: HOLDER lIIAMfiD TO THE u:n. BUT fAR.OJU: TO DO SO aHALL WPOSE NO OBLIGATION OR LlAtllutf Of A~l' IIIHO UPON THE IH$lJR.ER, ITS 4GENT$ OR THE CITY OF sr..J!";'" AHA 2{) ;:'1',,'1;:: CT.HTER t'LA.:.:A ACORD 25 (2001108) R€PItESElfTI\TNI15, I,. f '.; I" A}lT~q.RY:Et> REPRESE'NTATIVE;/ ,/ UI...lVI c/ I { \...... APFRU @ ACORO CORPORATION 1988 A. <;" I ~;l ~ , . . . . e LJ"",C_> A.i:i"','< ; TO FORM -/~ ---- 'f tK/ Z/L___ "I}' \, \, tdf'.CY