OPEX CORPORATION (2) - Laserfiche WebLink

Home Browse Search

2. COMPENSATION a City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit C. The total amount to be expended under this Agreement shall not exceed twenty-five thousand dollars and zero cents ($25,000) during the term of this Agreement, including any extension periods. The sum is comprised of (1) a base amount of $17,500 and (2) a contingency amount of $7,500 for services to be provided at the sole discretion of the City. b. City agrees to pay Contractor for services provided by the Contractor from September 18, 2021 through the expiration date provided in Section 3, below. c, Thereafter, 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 of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date fast written above and continue until September 30, 2024 ("Initial Term") and may be extended for up to two (2) additional one (1) year renewal periods (each, a "Renewal Term"), unless terminated earlier in accordance with Section 15, below. Pricing for all three (3) years of the Initial Term is set forth in Exhibit C. Upon the completion of the Initial Term, all rates for any Renewal Term shall be in accordance with Contractor's then current published rates. This Agreement shall cover all services provided by Contractor since September 18, 2021. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall 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 Contractor under this Agreement ("Documents & Data"). Contractor 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. Contractor represents and warrants that Contractor has the Page 2 of 10