Reso 2019-2970 - Laserfiche WebLink

Home Browse Search

• shall eliminate or reduce such deductible or the Contractor shall procure a Bond,in a form satisfactory to the City Manager or his designee;covering the same. 7. . INDEMNIF'ICAT'ION AND WAIVER OF LIABILITY. The Contractor agrees,to the fullest • extent permined b' law, to defend indemnify and hold harmless the City, its agents, representatives, ofiicersr directors, officials and employees from and against elaints, damages, losses and expenses (including but not limited to attorney's fees; arbitration costs, and costs of appellate proceedings) relating to,.arising out of or resulting from the Contractor's negligent acts: errors, mistakes or omissions relatirtg to professional Services performed under this Agreement The Contractor`s duty to defend; hold harmless and indemnify the City; its agents, representatives, officers; directors; officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness disease; death; or injury 10 impairment, or destruction of tangible property including loss of use resulting therefrom caused by any negligent acts, errors, mistakes or omissions related lo Services in the performance of this Agreement including any person for whose acts; errors, mistakes or omissions the Contractor'may be legally liable. The parties • agree that TEN DOLLARS (SI0.O0) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. S. INDEPENDEta CONTRACTOR RELATIONSHIP.•The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any fiction of the parties shall be construed to constitute or to render the Contractor an employee; partner, agent,- shareholder; officer or in any other capacity other than as an independent Contractor other than those obiiaations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and al] of its own expenses in performing its duties as contemplated under'this • Agreement. The Citi'shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor,other than those set forth in this Agreement Contractor shall fun-iish its own transportation, office art other supplies as it detemtines necessary in carrying Out its duties under this Agreement. 9. TERMINATION AND REMEDIES FOR f3RE.ACH, A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations • material to this Agreement, the City shall have the right io terminate the Set-vices then • remaining to he performed. Prior to the exercise of its option to terminate for cause, the .:City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (H)) days to cure such default. if the default remains uncured after ten (10) days the City may tem irate this Agreement; and the City shall receive refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails,refuses or is unable to perform any term of this Agreement, • Cit) shall pay for services rendered as of the date of termination: I. In the event of termination, all finished and unfinished tiiacurrrcnts. data and other • work product prepared by Contractor (and stab Contractor(s))shall be delivered to the City and the City shall compensate the Contractor for all Services satisfa2torily performed prior to the date of termination,as provided in Paragraph 4 herein. C4775-1516-tI8—ACTION t.A80RMANAOr;M ENT 1.i.0DBA STAFFuNCCONNLCTION Page 6a10 S I B