ALL SECURITY ENFORCEMENT TRAINING

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c. All Security and City will provide an administrative liaison to the other in the performance of this Agreement. The administrative contact for All Security is Rose Leuridan. The administrative contact for City is the Jail Training Supervisor. d. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and All Security agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. All Security agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into All Security's account(s) with financial institutions. 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 first written above to June 16, 2025, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR All Security 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 All Security performs the services which are the subject matter of this Agreement; however, the services to be provided by All Security shall be provided in a manner consistent with all applicable standards and regulations governing such services. All Security shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its 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 All Security under this Agreement ("Documents & Data"). All Security 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. All Security represents and warrants that All Security has the legal right to license any and all Documents & Data. All Security makes no such representation and warranty in regard to Documents & Data which were provided to All Security by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.