FULL AGENDA PACKET_2021-05-04 - Laserfiche WebLink

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EXHIBIT 2 2. COMPENSATION a. City a6ruus to pay, and n Cusultant a�,TCCS to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed Three Hundred I housand Dollars (.S300,000) during the tern of this Agreement b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures_ Payment need not be made for work which fails to meet the standards ofperfomrance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for a three (3) _year [clot, through April 30, 2024, unless terminated earlier in accordance. with Section 11, below. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. 1NDF.PFNDFNT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not tun employee of the City, This Agreement is not intended nor shall it be construed to create an employer -employee relalionship, ajoint venttue relationship, of - to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement, however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standard, and regulations governing such services. Consultant shall pay all salaries and wages, employer's social Security laxes, unemployment inSurallCe and similar taxe3 relating to employees and shall be responsible Ibr all applicable withholding taxes. S. OWNERSHIP OF MATERIALS This Agreement creates a non-cxclusivc and pClTCtual license for City to copy, use, modify, lease, or sublicense.. any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or A arks of anthnrship fixed in any tan4=ible medium of expression, including but not limited TO, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Uocurnents & Uata"). Consultant shall require all subcontracto is to agree in writing, that City is granted a nun-cxclusivc and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultanl represents and warrants lhal Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Dauunents & Data which were provided to Consultant by the City. City shall not be limited in City Council 4 — 23 514/2021