Reso 2016-2554 - Laserfiche WebLink

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Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. ADDITIONAL SERVICES. All payments to Contractor shall be based on invoices submitted to the City. The City shall only reimburse Contractor for services authorized pursuant to this Agreement. Any additional work performed by Contractor that is outside the scope of Services contained herein shall be required to be pre-authorized in advance in writing by the City Manager or his designee. In the event the Contractor performs work that it outside the scope of Services, and does not obtain the required pre- authorization in writing from the City Manager or his designee, then the City shall not be under any legal obligation to reimburse Contractor for said additional Services. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only. 8. TERMINATION. A. If, through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor thirty (30) days to cure such default. If the default remains uncured after thirty (30) days the City may terminate this agreement. (i:) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. Page 3 C5381-1516-076 PRESIDIO NETWORKED SOLUTIONS. INC. SIB