NOGALIS, INC. - 2014 - Laserfiche WebLink

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INSURANCE NOT ON FILE N -2014 -103 WORK MAY PROCEED CLERK OF COUNCIL DATE. AUG 6 201 � � 1 � CONSULTANT AGREEMENT' a.FMs (, 17V ' Z( *�IS AGREEMENT, made and entered into this day of August, 2014, by and between Nogalis, Inc., ( "Nogalis "), a California corporation with its principal offices located at 4540 Campus Drive, Newport Beach, California 92660, (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 consultantbaving special skill and knowledge in the field of In£or Lawson Software systems to assist the City in fully utilizing the Lawson system 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 ,flan in die field. NOWT BEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A, Initial Statement of Work, to this Agreement. City may request additional services including business process analysis, system setup and implementation, "best practice" recommendations, documentation, training, installation, design, development, database administration, troubleshooting and support, through a writing or an additional Statement of Work (SOW) 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 entirely without modifying it in some fashion. These building blocks of code are what provide Consultant a competitive advantage.)