WOOLPERT, INC.-2018 - Laserfiche WebLink

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2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B and Consultant's Proposal. The total sum to be expended under the tern of this Agreement shall not exceed $966,033, This sum is comprised of (1) the amount of $378,212 for implementation services, (2) $500,000 for data collection, and (3) a 10% contingency in the amount of $87,821 for additional services to be elected at the City's sole discretion. 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 January 15, 2021, unless terminated earlier in accordance with Section 16, below, The term of this Agreement may be extended for two 2-year periods upon a writing executed by the City Manager and City Attorney. 4. 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, 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 Consultant under this Agreement ("Documents &a Data"), Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents &c Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 8