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<br />incorporated herein by reference and any Change Order duly adopted and agreed to by the <br />PARTIES (the "Fees") to CONSULTANT. Fees are subject to increase based on <br />CONSULTANT’s then-prevailing policies, terms and fees related to pricing and hourly rates. <br />(c) Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver <br />invoices to CITY. Unless otherwise stated in the applicable Statement of Work/Proposal or <br />duly executed Change Order, each invoice delivered to CITY by CONSULTANT shall be <br />due and payable upon forty-five (45) days receipt thereof by CITY. <br />(d) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use <br />taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it <br />provides CONSULTANT with a tax exemption certificate acceptable to the applicable <br />taxing authorities. <br />3.TERM. <br />The base term of this Agreement shall commence on the date first written above and shall expire <br />on December 31, 2025, with provision for two extension options of three years, and one year; respectively, <br />ending December 31, 2029, unless amended by the PARTIES for a longer term or terminated earlier in <br />accordance with Section 12, below. This Agreement shall cover all services provided by Consultant since <br />January 1, 2022. The initial term and the extension options thereto shall collectively be referred to as the <br />“Term”. <br />4.INDEPENDENT CONTRACTOR <br />CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to <br />be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not <br />intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, <br />or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT <br />performs the services which are the subject matter of this Master Renewal Agreement; however, the <br />services to be provided by CONSULTANT shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees <br />and shall be responsible for all applicable withholding taxes. <br />5.INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall produce and <br />maintain for the duration of the Agreement claims for security breaches, system failures, injuries to <br />persons, damages to software, or damages to property (including computer equipment) which may arise <br />from or in connection with the performance of the work hereunder by the Consultant and shall require its <br />subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described <br />below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out <br />of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement <br />of intellectual property, invasion of privacy and breach of data. <br />a.Minimum Scope and Limit of Insurance <br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 <br />covering CGL on an “occurrence” basis, including products and completed <br />3