BENEVATE, LLC. - Laserfiche WebLink

Home Browse Search

be extended during the first optional one-year extension (optional year number two) shall not exceed $16,400 (this includes an optional $5,000 for data migration, at the City's sole option). The total amount to be extended during the second optional one- year extension(optional year number three) shall not exceed$16,400 (this includes an optional $5,000 for data migration, at the City's sole option,only if the optional$5,000 was not used in optional extension year number two). 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant 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 Consultant'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 for a one 1 year term with the option for the City to grant up to two I-jear extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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. 5. OWNERSHIP OF MATERIALS Consultant shall own all right,title, and interest in and to all data, information, and content submitted to or made available by or on behalf of City in connection with the Services ("Customer Data"), including any data that is based on or derived from Customer Data and provided to City as part of the services. Consultant shall own and retain all right, title, and interest in and to the Services and Software, including all improvements, enhancements, updates, and modifications thereto, as well as any software, applications,inventions,processes,or other technology developed in connection with the provision of the Services or support, and all related intellectual property rights. Subject to the terms of this Agreement, Consultant grants City a limited, non-exclusive, Page 2 of 8 #2166820v2