FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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3. TLRM ThtN Agreement shall cornurenec on July 1, 2023 ("Couunureunent Date") and Contimtc for three (3) years through Jurtc 30, 2026, unless terminated earlier in accordance with Section 15, below. 'I he exact Comnrencemenl Dale I'or Ihis Agreement depends upon the completion of ibe implementation services provided fi>r raider a separaLe agreement between the parties- Accordinaly, the Cornmcicement Date maybe changed pursuant to it writing executed by the City Manager or assignee, as necessary. This Agreement shall also cover any and all services provided by The Consultant to the City prior to the execution of this Agreement or the conmiencement date. The Term of the Agreement may be extended by a writing executed by the City Manager and City A ttni r ey. 4. INDEPENDENT CONTRACTOR C:onsulianl shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City- This Agrecancrt is not intended nor shall it be Consimcd to create an employer-Cmployce relationship, a joilic venture relationship, or to allow the City to exert Ise 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 lie provided in a manner consistent with all applicable standards and regulations goveming such services- Consultant shall pay all salaries and wages, employer's social sCCurity LaxCs. unetrploynunt insurance and similar nixes relating to cmploycca and shall be responsible for all applicable withholding, taxes. 5. OWNERS IIIPOF MATF,RIALS This Agreement creates a non-exclusive and petPctual licettsc liJr City to copy, use. modify, reuse, or sublicense any and all copyrigJtts, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to. physical drawincs or data magrnetieall-y or otherwise recorded on computer diskettes, which are prepared or caused to be prCpaTed by Consultant undo this Agreement (.`Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. C,OrrltltanL represents and warrants that Consultant has the legal right Lo license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents &. Data evhich were provided to Consultant by the City. City shall not be limited in any way in its nse of the Documents and Data at any time, provided that any. such nse not within the purposes intended by this Agreement shall he at City's sole risk. 6. INSITRANCE, Prior to undertaking performance of work under Ibis Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below_ a. Commercial General Liability Tnsurance. Consultant shall maintain commercial general liability insurance naming the City, its otlicets, employees, agents, City Council 22 — 85 6/1 of 9