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
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