Reso 2018-088 - Laserfiche WebLink

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product will pass to City upon shipment and City is responsible for providing and maintaining insurance against loss for the full replacement value of the products, Title to the products will pass to City when Contractor receives full payment for the products. Recurring charges for Maintenance Services are invoiced in advance. City must pay all applicable taxes when invoiced. Invoices are due within thirty (30) days of the date of invoice. For past due invoices, City agrees to pay late payment charges of one and one- half percent (1.5%) of the overdue amount per month, or the maximum lawful amount, whichever is less. In the event of a disputed invoice, City agrees to pay the entire undisputed amount of such invoice by the due date and to include with the remittance sufficient detail for Contractor to ascertain what amount is in dispute and why. The Parties shall use good faith efforts to reconcile the disputed amount within thirty (30) days of receiving notification of any dispute. After one hundred and twenty (120) days any disputes unresolved at that time shall be referred to a collection agency at Contractor discretion. 2.2 Total Payment. City shall pay for the products and 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. 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. 2.3 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.4 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $0.00. Expenses not listed in Exhibit B are not chargeable to City, Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant as follows: Product. If City cancels a product order, all product must be returned in resalable condition which means it is undamaged, factory sealed in the original manufacturers' packaging, and is complete with all manuals, cables, etc. Prior to returning the product, City must request a Return Material Authorization ("RMA"') through Consultant's customer service department. City is responsible for shipping the product(s) back to Consultant. If after receiving and inspecting the product, Consultant finds it meets the requirements above, Consulting Services Agreement between City of San Leandro and 07/16/2018 ConvergeOne, Inc. for Cisco Firewall Upgrade Project Page 3 of 16