Reso 2011-1719 - Laserfiche WebLink

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4. Indemnification. Contractor agrees to indemnify, defend and hold harmless the City including its officials, agents and/or employees from and against any and all claims arising from injury or death to persons or damage to property resulting in whole or in part from the acts, errors, omissions, or negligent acts of Contractor and/or its employees, principals or agents, including any advertisements or materials which readers can acquire through the advertisements in the publication issues. This indemnity clause shall survive termination of this Agreement. 5. Editorial Rights. It is understood and agreed that Contractor shall not have the right to revise or change the content of articles, bulletins, and other materials provided by the City without written consent by the City. Contractor, however, shall have the right to make minor revisions, if necessary, to correct typographical errors. 6. Relation to Parties. It is understood and agreed that nothing contained in this Agreement shall be deemed to create a partnership, joint venture, other association, or an employer/employee relationship between the Contractor and the City. Contractor shall be in the relation of an independent Contractor and is to have entire charge, control and supervision of the work to be performed hereunder. 7. Assignment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, expressed, and written consent of the other party. 8. Term. This Agreement is for four (4) issues to be printed on a quarterly basis during the initial one year term. The term of this Agreement will commence on the effective date of this agreement and shall end one (1) year thereafter. The City has the option to renew this Agreement for an additional one (1) year renewal term. 9. Termination. A. If, through any cause within the 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 to terminate the services then remaining to be 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 (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments CIOII-038 Super Color Commercial Print Agreement Page 2 of 5 0' VIS