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AGREEMENT WITH NOGALIS, INC TO PROVIDE <br />thTHISAGREEMENTismadeandenteredintoonthis6dayof April, 2021, by andbetween <br />Nogalis,Inc.,aCaliforniacorporationConsultantityof Santa Ana, achartercity <br />andmunicipal corporation organized and existing under the Constitution and laws oftheState of <br />California <br />RECITALS <br />OnJanuary12,2021,theCityissued Request for Proposal #21-toretain a <br />Consultant having special skillandknowledge inthefieldof providinInfor(Lawson) <br />ERP System ManagedServices and Support <br />TheConsultantsubmittedatimely responseto <br />therequest, whichwas selected by the City. <br />Consultant represents thatitis able andwillingtoprovide such services totheCityas <br />detailed inthe RFP, andinitsproposalofJanuary25,2021,whichshallbeincorporated <br />by reference to this Agreement. <br />Inundertakingtheperformanceofthis Agreement, Consultant represents thatit is <br />knowledgeableinitsfieldandthatanyservices performed byConsultant under this <br />Agreement will beperformedincompliance with suchstandardsasmay reasonably be <br />expected from aprofessional consulting firm inthefield. <br />NOW THEREFORE, inconsideration ofthe mutual and respective promises, and subject to the <br />terms and conditions hereinafter setforth, the partiesagree asfollows: <br />1.SCOPE OF SERVICES <br />Consultant shallperform during the term ofthis Agreement, the tasks and obligations, <br />including alllabor, materials, tools, equipment, and incidental customary workrequired tofully <br />andadequately completethe services described and setforthinExhibit A, attached hereto and <br />incorporated by reference. <br />2.COMPENSATION <br />a.City agrees topay, and Consultantagreesto accept astotal payment forits services for <br />City, the rates andcharges identified in Exhibit AandExhibit B.Thetotal amount to <br />beexpended during the potential extended term ofthis Agreement shall not exceed <br />900,000, whichis comprised ofan estimated annual amount of $150,000 during the <br />initial term of the Agreement and any extensions exercised persection 3, below. <br />b.Payment by City shall bemade within forty-five (45)days following receipt ofproper <br />invoice evidencing work performed, subject toCity accounting procedures. Payment <br />need not bemade for work whichfails to meet the standards ofperformance set forth <br />intheRecitals which may reasonably beexpected by City. <br />Page1of9 <br />111387v3