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<br /> <br /> <br /> <br /> <br /> AGREEMENT FOR SYSTEM MAINTENANCE <br /> AND SOFTWARE DEVELOPMENT SERVICES <br /> <br /> <br /> THIS AGREEMENT, made and entered into this 22°d day of January, 2013 by and between <br /> Telvent Farradyne, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a <br /> charter city and municipal corporation organized and existing under the Constitution and laws of the State <br /> of California (hereinafter "City"). <br /> RECITALS <br /> <br /> A. The City desires to retain a consultant having special skill and knowledge in the field of software <br /> maintenance and repair services for the City's traffic signal systems. <br /> <br /> B. Consultant represents that Consultant is able and willing to provide such services to the City. <br /> <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 Agreement <br /> will be performed in compliance with such standards as may reasonably be expected from a <br /> professional consulting firm in the field. <br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and <br /> conditions hereinafter set forth, the parties agree as follows: <br /> <br /> 1. SCOPE OF SERVICES <br /> Consultant shall perform annual routine maintenance and on-call system services on an as needed <br /> basis for the City's Advanced Traffic Management System ("ATMS"), as set forth in Exhibit A, attached <br /> hereto and incorporated by reference. <br /> 2. REPRESENTATIVES <br /> For purposes of implementing this Agreement, the representative of City shall be the Executive <br /> Director of the Public Works Agency, or his designated representative, and the representative of the <br /> Consultant shall be the President or his/her designated representative. Except as may be otherwise stated <br /> herein, such representatives shall have the authority to act on behalf of their respective parties in carrying <br /> out the terms of this Agreement. <br /> <br /> 3. DELIVERY OF WORK PRODUCT - OWNERSHIP <br /> Consultant warrants and represents that it has the absolute right to enter into and perform this <br /> Agreement and will perform its obligations hereunder in accordance with standards and practices <br /> prevailing in the industry. Consultant's contribution to the Project, including works to be produced by <br /> Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third <br /> person or party. Consultant shall deliver to City any work product which results from the services <br /> provided. Said work product shall be submitted in hard copy and produced in a form compatible with <br /> City's information systems, as agreed between the Project Manager and Consultant. <br /> In regard to all material produced as a deliverable under this Agreement, including but not limited <br /> to records, papers, drawings, specifications, programs, systems and other materials prepared by <br /> Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and <br /> volunteer workers, that (a) other such material shall be the property of the City, and may not be <br /> copyrighted without prior review from the City, and (b) the authors of all such material, whether <br /> copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of <br /> <br /> 1 <br /> 25B-3 <br />