CLOUDBURST MOBILE, INC.-2010 - Laserfiche WebLink

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1. SCOPE OF SERVICES Consultant shall provide the asset management software system in accordance with Consultant's Proposal, attached hereto as Exhibit A, and incorporated by reference. All services and equipment required hereunder shall conform in all respects to standards for such services and equipment issued by the U.S. Department of Homeland Security. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $20,123.10 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following the execution of this agreement and the receipt of proper invoice evidencing the completion of milestones as set forth in Exhibit A, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all documents, outlines, materials distributed during any classes, and any other written papers or materials prepared for any presentations hereunder, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder. Santa Ana shall grant Consultant a license to utilize such property for its own business purposes so long as such use is not contrary to the interests of Santa Ana. 4. TERM This Agreement shall commence on the date first written above and terminate upon satisfactory delivery of all hardware and completion of all installation and configuration of the asset management software system for the City. 5. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. Page 2 of 8