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HomeMy WebLinkAbout5.400 Original Contract 6.<100 PROFESSIONAL SERVICES AGREEMENT This Agreement is made this 20th day of May, between Impact Solutions Corporation, a California corporation with offices at 3625 Ruffin Road, San Diego CA 92123 hereinafter referred to as "Impact Solutions" and Port Angeles Police Department hereinafter referred to as the "Police Department." WITNESSETH: That the parties hereto do mutually agree as follows: ARTICLE I - SCOPE Impact Solutions shall furnish its personal, professional consulting service, and advice to the Police Department as specified and accepted by the Police Department per Article II below. ARTICLE II - TERM 1. This Agreement shall be effective from May 20, 1996 through August 1, 1996, for work associated with the software use, research, reporting, and development associated with Xpediter™and all associated products, and accepted in writing by the Police Department, unless and until terminated by one or both parties in accordance with the conditions of Article IV hereof. This Agreement shall be renewable if agreeable to both parties. 2. The work performed u,nder this contract will be to: ". ", ,~ ' l I,.; , ," . ,'. A) analyze the P.olice Department's existing data storage situation B) develop' a plan of 'a'c~i~n to spee'd system use~ through data storage, archiving or deletion ' , C) explain said plan for approval by the Police Department D) upon approval of said plan, guide a Police Department representative in the execution of the plan and testing. E) provide the Police Department with a written copy of the instructions detailing the process by which data storage, archiving or deletion is accomplished. " ARTICLE III - OWNERSHIP All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Impact Solutions during the course of performing the Police Departments work (collectively, the "Work Product") shall belong exclusively to Impact Solutions and shall, to the extent possible, be considered'a work made for hire for Client within the meaning of Title 17 of the United States Code. The Police Department automatically assigns at the t,ime of creation of the Work Product, without any requirement of further consideration, any right, title or interest it 06/04/96 Page 1 or they may have in such Work Product including any copyrights or other intellectual property rights pertaining thereto. ARTICLE IV - CONSIDERATION 1 . As consideration for the services specified under this Agreement, the Police Department shall pay Impact Solutions at the rate of $65.00 per hour for the time actually spent by the Impact Solutions on the Police Department's work. Impact Solutions estimates the number of work hours necessary to complete the stated research, reports and assistance to be approximately fifteen (15), not to exceed $1000.00 unless agreed to, in writing, by the Police Department. 2. In the event the Impact Solutions is required to travel and/or utilize long distance telephone away from the San Diego, California area in connection with specific work assigned, at the request of or with the approval of the Police Department, the Police Department shall reimburse actual expenses associated with transportation, subsistence, lodging, miscellaneous travel-related costs and rong distance telephone charges. 3. The Police Department shall not be liable for any other expenses except those enumerated above. In addition, the Police Department shall not be liable to Impact Solutions for any 9ffice help or expenses, nor shall Impact Solutions have any authority to commit the Police Department by any promise or representation, unless specifically authorized in writing to do so by an authorized official of the Police Department. 4. Invoices shall be submitted on Impact Solutions letterhead specifYing the dates covered in the invoice, an outline of the work performed during that period, and the details of any expenses associated with the consulting activities. Invoices shall be paid within thirty (30) days of submittal or be subject to a nominal (1.5 percent per month) rate payment fee. ARTICLE V - TERMINATION Impact Solutions or the Police Department may terminate thIS Agreement at any time by giving to the other party seven (7) days' notice in writing. In the event of termination, the Police Department shall be subject to no liability except to pay Impact Solution for consideration due and owing up to the date of termination. ARTICLE VI - CONFLICT OF INTEREST The Police Department agrees to abide by any and all restrictions imposed by Impact Solutions in regard to the safeguarding of proprietary data furnished to the Police Department during the course of assignment(s). The data may be Impact Solutions generated or furnished by other sources and accessible to Impact Solutions. The Impact Solutions generated data includes, but is not limited to, any Company financial, marketing/client, product literature, prrcing, proposal 06/04/96 Page 2 and or strqtegic planning information. The Police Department agrees not to use or transfer, or cause to be transferred, any proprietary data or knowledge of the existence of such data to any other person, group of persons company, organization, association, or corporation without a specific written release furnished by Impact Solutions. ARTICLE VII - NON-COMPETE (reserved) ARTICLE VIII - TRADE SECRETS (reserved) ARTICLE IX - BINDING ARBITRATION The Police Department agrees to abide to a binding-arbitration as a means of settling any disputes resulting from the non adherence by this Agreement. The Police Department and Impact Solutions further agree that the party to the arbitration that is found to be at fault will be responsible for all legal fees should the Police Department and Impact Solutions be required to seek litigation as a means of resolving any dispute relating to the terms and conditions of this Agreement. ARTICLE X - MODIFICATIONS This Agreement constitutes the entire agreement of the parties hereto, and all previous communications between the parties, whether written or oral, with reference to the subject matter of this Agreement are hereby canceled and superseded. If any provision of this Agreement shall be held by a court of competent jurisdictions to be contrary to law, such provision shall be deemed to be null and void, and the remainder of this Professional Service Agreement shall be in full force and in effect. No modification of this contract shall be binding upon the parties hereto, or either of them, unless such is in writing and duly signed by the respective parties hereto. 06/04/96 Page 3 . . - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. IMPACT SOLUTIONS 4- /'1 ~ /'\~~ , BY: Willia D. Taper Presi ent an d CEO portaps2 doc 06/04/96 Page 4