Reso 2011-1726 - Laserfiche WebLink

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o Employers' Non-Ownership. Before starting the Services, the Contractor shall be required to file and make sure that all certificates of insurance required by this document and by this Agreement are in the City's possession. These certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially changed until at least thirty (30) days prior written notice has been given to the City by certified mail. The City shall be named as an additional insured on the above-referenced policies. The Contractor agrees that if any part of the Services under this Agreement is sublet, they will require the Sub-contractor(s) to carry insurance as required, and that they will require the Sub- contractor(s) to furnish to them insurance certificates similar to those required by the City in this section. If any insurance should be canceled or changed by the insurance company or should any insurance expire during the period of this contract, the Contractor shall be responsible for securing other acceptable insurance to provide the coverage specified in this section to maintain coverage during the life of this Agreement. All deductibles must be declared by the Contractor and must be approved by the City Manager or his designee. At the sole option of the City Manager or his designee, either the Contractor 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. 10. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, 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 relating 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 to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to 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 ($10.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 11. TERMINATION AND REl\1EDIES FOR BREACH. A. Termination for Cause. 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 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 _ ," C 1 0 11-053 A & A Drainage & V AC Services Inc. Page 4 of 8