Agenda Packet_2024-10-01 - Laserfiche WebLink

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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.City and Consultantagree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultantagrees to execute the documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forthin the Recitals which may reasonably be expected by City. 3.TERM This Agreement shall commence on October 1, 2024and terminate on September30,2027, with the option for the City to grant up totwo (2), one(1)yearextensions,exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4.INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractorand not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City 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 standards and regulations governing such services. Consultantshall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5.OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, 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 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultantunder thisConsultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any wayin its use of the Documents and Data at any time, provided that any such use not within Page 2of 9 City Council 10 – 6 10/1/2024