AgdaPkt 2020-11-23 Joint SA PFA - Laserfiche WebLink

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6.11). - Page 117 of 179 3.3. The payment made to Vendor pursuant to the Purchase Agreement will be the full and complete compensation to which Vendor is entitled. City will not make any federal or state tax withholdings on behalf of Vendor or its officers, agents, employees, consultants, or subcontractors (collectively, "Vendor Personnel"). City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Vendor or any Vendor Personnel. Vendor agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Vendor or any Vendor Personnel for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Vendor. 4. Status of Vendor. Vendor will perform the Services as an independent contractor and not as an employee of City. The persons used by Vendor to provide services under this Purchase Agreement will not be considered employees of City for any purposes. 5. Term. Unless terminated earlier pursuant to Section 6, the term of this Purchase Agreement will be for a period of from the Effective Date. [Add if longer than one year: The foregoing notwithstanding, continuation of the Purchase Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Purchase Agreement.] The City Manager may amend the Purchase Agreement to extend it for additional periods in an amount not to exceed [write out amount in words] of Dollars ($ ) per extension term. Any extension will require a written amendment executed by both parties indicating the effective date and length of the extended Purchase Agreement. 6. Cancellation and Termination. Either party upon tendering thirty (30) days written notice to the other party may terminate this Purchase Agreement. If Vendor fails or refuses to perform any of the provisions of this Purchase Agreement, and if Vendor does not cure the default within five (5) days of the City providing a written notice specifying the nature of the default, City may terminate this Purchase Agreement immediately by giving written notice to Vendor. If City materially fails or refuses to perform any of the provisions of this Purchase Agreement, and if City does not cure the default within thirty (30) days of Vendor providing a written notice specifying the nature of the default, Vendor may terminate this Agreement immediately by giving written notice to City. Within ten (10) days of termination pursuant to this Section 6 or of the natural expiration of this Purchase Agreement, Vendor will assemble any deliverables without charge and put it in order for proper filing and closing and deliver it to City. Vendor will be paid for work performed up to the termination date; however, the total will not exceed the amount payable under this Purchase Agreement. City will determine the final payment amount based upon the value of the work product delivered to City and the percentage of the Services performed. 7. Delivery Risk of Loss. All orders will be F.O.B. destination if not otherwise specified. Risk of loss or damage to the Goods will remain with Vendor until the Goods have been delivered to and accepted O7P FORM 4000/2 156