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PROFESSIONAL SERVICES AGREEMENT <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 South Bend, Indiana, (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 Work <br />attached to this Agreement as Exhibit A and B (the "Project" or <br />the "Services"). Exhibit A outlines the services to be provided, <br />any associated products, and the prices. Exhibit B provides a <br />detailed description of the services, and any associated <br />products, to be provided under this Agreement. From time to <br />time, the parties may enter into additional Scopes of Work, in <br />substantially the same form as that set forth in Exhibits A and <br />B, for additional Services. The manner and means by which <br />Company chooses to complete the Project are in Company's <br />sole discretion and control. Customer will, at its sole expense, <br />make its facilities and equipment available to Company when <br />necessary. Company, in its sole discretion, may have the <br />Services performed by a third party/independent contractor, <br />provided that any such third party/independent contractor <br />agrees in writing to the 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 circumstances). <br />Customer agrees that, until the entire Fee is paid, Customer shall <br />be responsible for the cost of the Hardware if damaged (normal <br />wear and tear excluded) while in Customer's possession or under <br />its control. Customer acknowledges and agrees that nothing in <br />this Agreement shall be interpreted or construed to affect the <br />terms and conditions under which Customer uses the Company <br />software. <br />Customer is entitled to all third -party manufacturer warranties <br />as they apply to the specific Hardware provided. Manufacturer <br />warranty dates are based solely on the specific manufacturer <br />terms and conditions. Customer acknowledges and agrees that <br />Company shall have no obligations regarding the manufacturer <br />warranties of the Hardware, and that Company expressly <br />disclaims all warranties with respect to the Hardware, except <br />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 underthis <br />Agreement as set forth in the Project(s) undertaken by Company, <br />which fee shall also cover use of the Company software (licensed <br />under a separate software license agreement) and use of the <br />Hardware (the "Fee"). Customer shall be responsible for all <br />expenses incurred, that are set forth in Exhibit A of this <br />Agreement. Customer will also be responsible for all expenses, <br />with prior written approval, outside of those listed in Exhibit A of <br />this Agreement. Upon termination of this Agreement for any <br />reason, Company will be paid the Fee and expenses on <br />a proportional basis as stated in the Scope of Work for work <br />which is then in progress, to and including the effective date of <br />such termination. Unless other terms are set forth in the Scope <br />of Work for work which is in progress, Customer will pay <br />Company for Services and will reimburse Company for previously <br />approved expenses within thirty(30) days of the date of <br />Company's invoice. <br />3.2 Change Requests. <br />Customer agrees to the Scope of Work as set forth in Exhibits A <br />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, during <br />the course of a Project, Customer wishes to increase or modify <br />the Scope of Work (other than a proposed reduction in the <br />amount of Services to be provided), Company shall provide <br />Customer with a modified fee estimate. If Customer accepts the <br />modified estimate, Company will perform the Project according <br />to the modified specifications after the parties sign a new Scope <br />of Work or after Customer issues a purchase order for the <br />modified Project (provided that the terms and conditions of such <br />purchase order will not modify this Agreement or have any force <br />or effect). If Customer rejects the modified estimate, Company <br />shall have no obligation to perform the modified Project, and the <br />parties agree that Company will continue to provide the Services, <br />as originally set forth in the Scope of Work, and Customer will <br />