Laserfiche WebLink
b. Payment by Authority shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to Authority accounting <br />procedures. Authority and Consultant agree that all payments due and owing under <br />this Agreement shall be made through Automated Clearing House (ACH) transfers. <br />Consultant agrees to execute the Authority's standard ACH Vendor Payment <br />Authorization and provide required documentation. Upon verification of the data <br />provided, the Authority will be authorized to deposit payments directly into <br />Consultant's account(s) with financial institutions. Payment need not be made for <br />work which fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be expected by Authority. <br />3. TERM <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the Authority to grant up to a two 1-year renewals, exercisable by a writing <br />by the Authority Secretary/Executive Director and the Authority General Counsel, unless <br />terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Contractor and not an employee of the Authority. This Agreement is not intended <br />nor shall it be construed to create an employer -employee relationship, a joint venture relationship, <br />or to allow the Authority to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Consultant shall pay all salaries and wages, <br />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. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for Authority to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subcontractors to agree in writing that Authority is granted a non-exclusive and <br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the Authority. Authority shall not be <br />limited in any way in its use of the Documents and Data at any time, provided that any such use <br />not within the purposes intended by this Agreement shall be at Authority's sole risk. <br />Page 2 of 10 <br />#392695v1 <br />