Reso 2017-2759 - Laserfiche WebLink

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to this Agreement. Any additional work performed by Contractor that is outside the scope of Services contained herein shall be required to be pre-authorized in advance in writing by the City Manager or his designee. In the event the Contractor performs work that it outside the scope of Services, and does not obtain the required pre-authorization in writing from the City Manager or his designee, then the City shall not be under any legal obligation to reimburse Contractor for said additional Services. 7. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action 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 obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City 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 furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 8. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties needs to be approved in writing by the City in order to be properly authorized. 9. INDEMNIFICATION. Contractor agrees to indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or other personal entity acting under Contractor's control in connection with the Contractor's performance of services pursuant to this Agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent(10%) of the total compensation is a specific consideration from the City to the Contractor for this indemnity. 10. 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 033-4990—BLUE DIGITAL CORP. Paee 3 of 7