Agmt05 Santa Clara, City of - Laserfiche WebLink

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Effective Date and terminate at the end of day on June 30, 2006. a. Commencement of Services Contractor shall begin performing Services after receiving written notice from the City to proceed. b. Completion of Services Contractor shall complete Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Completion, and Contractor shall not incur any further costs under this Agreement after receiving such notice. 3. COMPENSATION AND PAYMENT a. In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor as outlined in Exhibit B, entitled "SCHEDULE OF FEES," attached and incorporated by this reference. b. Contractor will bill City on a montWy basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice. 4. NO ASSIGNMENT OF AGREEMENT City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. 5. NO THIRD PARTY BENEFICIARY This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action under this Agreement. 6. INDEPENDENT CONTRACTOR Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations. 7. SUBCONTRACTING N one of the Services under this Agreement shall be performed by subcontractors unless Contractor specifically identifies subcontractors in writing and City pre-approves such subcontractors in writing. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. 8. USE OF CITY NAME OR EMBLEM Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City. 9. AUDITS City, through its authorized representatives, has the right during the term of this Agreement, and for three (3) years from the date of final payment for goods and/or Services provided under this Agreement, to audit the books and records of Contractor regarding matters covered by this Agreement. Contractor agrees to maintain accurate books and records in accordance with generally accepted accounting principles. Any expenses not so recorded shall be disallowed by City. Contractor agrees to help City meet any reporting requirements with respect to Contractor's Services if requested by City in writing. 10. QUALIFICATIONS OF CONTRACTOR Contractor represents that its personnel are qualified to furnish Services of the type and quality which City requires. City expressly relies on Contractor's representations regarding its skills and knowledge. Contractor shall promptly perform all Services requested by City in a safe CSC Service Contract - [City of Redwood City] Rev: 12/06/04; [date typed: 6-3-05] Page 2 of 6