WESTLAND GROUP, INC. (2) - Laserfiche WebLink

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2. COMPENSATION a. City neither warrants nor guarantees any minimum compensation to Contractor under this Agreement. Contractor shall only be paid for actual services performed under this Agreement at the rates and charges identified in Exhibit A. The total compensation for these services shall not exceed Fifty Thousand Dollars and Zero Cents ($50,000). 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 of performance 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 terminate on November 19, 2024, unless terminated earlier in accordance with Section 17, below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 16000, at seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to frilly comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, Page 2 of 10