AgdaPkt 2013-02-11 - Laserfiche WebLink

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6.1.H. - Page 4 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of the Services by Artist. 4. Schedule. Artist will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Artist's work product or other unavoidable delays occasioned by unforeseen circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Artist's officers or employees. Artist acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Artist's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed during the term of this Agreement will be $155,600.00. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhold a10% percent retention until City has accepted all of the services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. Payment will occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. Incremental payments, if applicable, will be made as outlined in attached Exhibit "A." The payment made to Artist pursuant to the Agreement will be the full and complete compensation to which Artist is entitled. City will not make any federal or state tax withholdings on behalf of Artist or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Artist or its employees or subcontractors. Artist agrees to indemnify and 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 Artist or any agent, employee, or subcontractor of Artist for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Artist. 7. Status of Artist. Artist will perform the Services as an independent contractor and not as an employee of City. The persons used by Artist to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Artist's services are unique and personal. Except as may be specified in Exhibit "A", Artist will not subcontract any portion of the Services without ATTY/AGR/2013.012/(ARTIST)INTERPLAY REV: 01-22-13 MLG Page2of17