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<br />PROFESSIONAL SERVICES AGREEMENT Exhibit A
<br />This Professional Services Agreement (the "Agreement ") is entered into by and between Selectron Technologies, Inc., an
<br />Oregon corporation and its successors and assignees (collectively, "Company ") and the City of Santa Ana, California, (the
<br />"Customer ").
<br />1. Engagement of Services.
<br />Subject to the terms and conditions of this Agreement,
<br />Company will render the services set forth in the Scope of
<br />Work attached to this Agreement as Exhibit A and B (the
<br />"Project" or the "Services "). Exhibit A outlines the services to
<br />be provided, any associated products, and the prices. Exhibit
<br />B provides a detailed description of the services, and any
<br />associated products, to be provided under this Agreement.
<br />From time to time, the parties may enter into additional
<br />Scopes of Work, in substantially the same form as that set
<br />forth in Exhibits A and B, for additional Services. The manner
<br />and means by which Company chooses to complete the
<br />Project are in Company's sole discretion and control.
<br />Customer will, at its sole expense, make its facilities and
<br />equipment available to Company when necessary. Company,
<br />in its sole discretion, may have the Services performed by a
<br />third party /independent contractor, provided that any such
<br />third party /independent contractor agrees in writing to the
<br />terms of this Agreement.
<br />2. Hardware.
<br />Pursuant to this Agreement, and in combination with any
<br />Company software (which shall be licensed pursuant to a
<br />separate software license agreement), Company shall provide
<br />Customer with third -party hardware solely for use with
<br />Company Software (the "Hardware), as set forth in Exhibit A
<br />and/or B. As between Customer and Company, Company shall
<br />maintain ownership of the Hardware and all rights, titles, and
<br />interest therein, until Customer has paid the entire Fee, as
<br />described in Section 3.1 below. While the Fee is being paid,
<br />Customer shall have a limited, non - transferable, and revocable
<br />license to use the Hardware solely in connection with
<br />Customer's use of the software. Once Customer has paid the
<br />entire Fee, Customer shall own the Hardware (but Customer
<br />shall not own the Company software under any
<br />circumstances). Customer agrees that, until the entire Fee is
<br />paid, Customer shall be responsible forthe cost of the Hardware
<br />if damaged (normal wear and tear excluded) while in
<br />Customers possession or under its control. Customer
<br />acknowledges and agrees that nothing in this Agreement shall
<br />be interpreted or construed to affect the terms and conditions
<br />under which Customer uses the Company software.
<br />Customer is entitled to all third -party manufacturer warranties
<br />as they apply to the specific Hardware provided.
<br />Manufacturer warranty dates are based solely on the specific
<br />manufacturer terms and conditions. Customer acknowledges
<br />and agrees that Company shall have no obligations regarding
<br />the manufacturer warranties of the Hardware, and that
<br />Company expressly disclaims all warranties with respect to the
<br />Hardware, except for the warranty in Section 6.3 below.
<br />3. Compensation.
<br />3.1 Standard Compensation.
<br />Customer will pay Company a fee for services rendered under
<br />this Agreement as set forth in the Project(s) undertaken by
<br />Company, which fee shall also cover use of the Company
<br />software (licensed under a separate software license
<br />agreement) and use of the Hardware (the "Fee "). Customer shall
<br />be responsible for all expenses incurred, that are set forth in
<br />Exhibit A of this Agreement. Customer will also be responsible
<br />for all expenses, with prior written approval, outside of those
<br />listed in Exhibit A of this Agreement. Upon termination of this
<br />Agreement for any reason, Company will be paid the Fee and
<br />expenses on a proportional basis as stated in the Scope of Work
<br />for work which is then in progress, to and including the effective
<br />date of such termination. Unless other terms are set forth in the
<br />Scope of Work for work which is in progress, Customer will pay
<br />Company for Services and will reimburse Company for
<br />previously approved expenses within thirty (30) days of the date
<br />of Company's invoice.
<br />3.2 Change Requests.
<br />Customer agrees to the Scope of Work as set forth in Exhibits
<br />A and B. If Customer requests a reduction in the scope, as set
<br />forth in Exhibit A or B, or any future Scopes of Work agreed
<br />upon by the parties, and such request is made after Company
<br />has committed resources to the Project under the given Scope
<br />of Work, Customer agrees to pay the full amount set forth in
<br />Exhibit A (or the applicable Scope of Work). However, if,
<br />during the course of a Project, Customer wishes to increase or
<br />modify the Scope of Work (other than a proposed reduction in
<br />the amount of Services to be provided), Company shall provide
<br />Customer with a modified fee estimate. If Customer accepts
<br />the modified estimate, Company will perform the Project
<br />according to the modified specifications after the parties sign a
<br />new Scope of Work or after Customer issues a purchase order
<br />for the modified Project (provided that the terms and conditions
<br />of such purchase order will not modify this Agreement or have
<br />any force or effect). If Customer rejects the modified estimate,
<br />Company shall have no obligation to perform the modified
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