Res 2012-079 - Laserfiche WebLink

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supplemental agreement approved by the City of San Marcos and by the EAA in accordance with its procedures for approving such a contract. ARTICLE III COMPENSATION Section 3.1. Fees and Expenses. The EAA agrees to pay the City of San Marcos for its services rendered, costs, and expenses incurred under this Agreement which are reasonably consistent with the Scope of Work and Budget Estimate, but in no event shall compensation to the City of San Marcos for work under this Agreement exceed $25,000. The City of San Marcos will be responsible for the payment of all of its other and additional costs and expenses. The City of San Marcos may not exceed the contractual amount. The City of San Marcos is not authorized to spend any additional funds without prior written approval from the EAA. The EAA will not be held accountable for any unauthorized work performed or funds spent by the City of San Marcos. Section 3.2. Payment. All invoices from the City of San Marcos to the EAA, for the Services related hereto, shall be sent monthly and shall provide an itemization of the Services rendered, costs and expenses incurred. The terms of each invoice shall be net thirty (30) days upon EAA receipt and approval of that invoice. ARTICLE IV CONSULTANT PERSONNEL AND SUBCONTRACTORS Section 4.1. Personnel. The City of San Marcos will provide any and all personnel necessary for its performance of the Services hereunder. It is understood that to the extent the City of San Marcos personnel are used, the City of San Marcos will be entirely responsible for the cost of those services provided consistent with the Funding and Management Agreement related to the HCP. The City of San Marcos will be responsible for its employees in all respects, including, without limitation, their compliance with applicable laws and their safety, including without limitation, all Occupational Safety and Health Administration ( "OSHA ") standards, requirements, and regulations. The City of San Marcos hereby indemnifies and holds harmless the EAA, its officers, employees and directors, from and against any claims bought by any employee, subcontractor or other agent of the City of San Marcos relating in any way to the work performed under this Contract. Section 4.2. Subcontractors. In performing the Services under this Agreement, the City of San Marcos shall retain and utilize subcontractors. Expenses associated with City of San Marcos employees' facilitating or overseeing the Services shall not be billed to this Agreement as per Exhibit A. The EAA, in consultation with the City of San Marcos, shall have the right to terminate, limit, or alter, at any time, the participation of any subcontractor utilized by the City of San Marcos. The City of San Marcos will be responsible for its subcontractors in all respects 3 of 7