AgdaPkt 2019-06-24 Joint SA PFA - Laserfiche WebLink

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6.B.- Page 5of12 4. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 5. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will not exceed Four Hundred Thirty -One Thousand Twenty -Two Dollars ($431,022). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 5.1 Quarterly invoices, for compensation and reimbursement of costs and expenses, will be submitted by City to Authority. Authority shall remit payment within thirty (30) days of receipt of quarterly invoices submitted by City. 5.2 City shall maintain adequate records and shall permit inspection and audit by Authority of City's charges under this Agreement. City shall make such records available to Authority during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to Authority and any specified public agencies. Such records shall be maintained by City for one (1) year following completion of the work under this Agreement unless a longer period of time is required by state or federal law, in which event City shall retain its records for the time required by such laws. 5.3. The payment made to City pursuant to the Agreement will be the full and complete compensation to which City is entitled. Authority will not make any federal or state tax withholdings on behalf of City or its agents, employees or subcontractors. Authority will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of City or its employees or subcontractors. 6. Status of City. City will perform the Services as an independent contractor and not as an employee, agent, or officer of Authority. The persons used by City to provide services under this Agreement shall not be considered employees of Authority for any purposes. 7. Subcontracting. City will not subcontract any portion of the Services without prior written approval of the Executive Director of the Authority or his/her designee Nothing contained in this Agreement will create any contractual relationship between any subcontractor of City and Authority. 8. Not a Joint Venture or Joint Powers Authority. The Parties intended by this Agreement to establish only an Agreement for financial and accounting services, and do not intend to create a joint powers agency, partnership, joint venture, joint enterprise, or special relationship of any kind. 9. Indemnification. City hereby agrees to defend, indemnify, and hold harmless Authority, its officers, agents, employees, and volunteers from and against any and all claims, suits, actions, liability, loss, damage, expense, cost (including, without limitation, REV: 05-15-19 DZ Page 2 of 9 51