Agmt 2004 HDL Software LLC - Laserfiche WebLink

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Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant: Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices for the purchase of the software and installation based on the following payment schedule. ^ City shall pay Contractor 50% of the net contract amount, less $10,000 for the Web Enabled Browser Module, within 30 days of the effective date of this agreement. ^ City shall pay Contractor 30% of the net contract amount, less $10,000 for the Web Enabled Browser Module, within 30 days of software implementation on the City's hardware. ^ City shall pay Contractor the remaining amount due, less $10,000 for the Web Enabled Browser Module, within 30 days of the "go live" final install date. ^ City shall pay Contractor 50% of the Web Enabled Browser Module cost within 30 days of review and acceptance of module. ^ City shall pay Contractor the remaining 50% of the Web Enabled Browser Module cost within 30 days of the final installation date. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.2 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. 2.3 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.4 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 7, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Consulting Services Agreement between [September 15, 2004 City of San Leandro and HtlL Software LLC Page 2 of 34