ON TIME CONSULTING SERVICES, INC. 1 -2011

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INSURANCE ON FILE WORK MAY PROCEED N-2099-062 UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE: E _ U CONSULTANT AGREEMENT F M s C,? rUC e THIS AGREEMENT, made and entered into this 15L day of June, 2011 by and between On Time 1onsulting Services, Inc., a California corporation, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of Lawson Software and Information Technology systems, to assist the City in fully utilizing the Lawson and TT systems currently in use by City. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 'recommendations, documentation, training, installation, design, development, database NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. City may request additional services including business process analysis, system setup and implementation, "best administration, troubleshooting and support, through a writing executed by the Executive Director of Finance and Management Services, or his designee. City shall comply with all reasonable Consultant requests to provide access to documents, materials and computer systems reasonably necessary to the performance of Consultant's duties under this Agreement. City shall test delivered services when applicable within ten (10) business days of notification by Consultant that services are ready to test. 2. CO-OWNERSHIP OF INTELLECTUAL PROPERTY City acknowledges that all Products and Materials, and all related object code and source code, and the systems, ideas, methods of operation and information contained therein are proprietary trade secret information of Consultant and are unpublished copyrighted materials. Ownership and title to all intellectual property rights, including patent, trademark, copyright and trade secrets relating to the custom software, and documentation, and all copies thereof, shall be shared (co-owned) with City once all invoices pertaining to this Agreement are paid in full. (Consultant seeks only to maintain ownership to the objects and routines within Consultant's source code, so that said items can be used on other engagements. It is rare that Consultant gets to use a program in its entirety without modifying it in some fashion. These building blocks of code are what provide Consultant a competitive advantage.)