Reso 2006-1007 - Laserfiche WebLink

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undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the failure of perfonnance by Contractor. 3. COMPENSATION: Payment to Contractor for all charges under this Agreement shall be in accordance with this Agreement and a schedule of charges or tasks reflected in Attachment "A". The total amount of compensation payable by the City to the Contractor shall be an amount uot to exceed $225,140.00. The Contractor shall make no other charges to the City for supplies, labor, licenses, pennits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City, If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. 4. UNDISCLOSED CONDITIONS: In the event that undisclosed conditions are discovered during the perfonnance of this Agreement, the City shall have the right to cancel this Agreement upon thirty (30) days written notice to contractor. Upon tennination, the City may re-bid the project if the contractor fails to perform under this Agreement due to the undisclosed conditions, 5. INSURANCE: Contractor shall, at its sole cost and expense, during the period of any work being perfonned under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: General liability insurance, including broad form contractual liability coverage for bodily injury and property damage liability with limits of One Million Dollars ($1,000,000) combined single limit occurrence, Such insurance shall not diminish Contractors indemnification obligations hereunder. The insurance policy shall be issued by such company, in such forms and with such limits of liability and deductibles as are acceptable to the City and shall be endorsed to be primary over any insurance, which the City may maintain. Prior to the execution of this Agreement, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual liability with the City named as an additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City's Risk Management Department. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) calendar days prior written notice to the City's Risk Management Department. The City reserves the right from time to time to change the insurance coverage and limits ofIiability required to be maintained by Contractor hereunder. 6. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work product produced pursuant to this Agreement shall become the exclusive property of the City. 7. 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. Page 2 Graph-Plex Signage Agreement SIB