Reso 2008-1285 - Laserfiche WebLink

Home Browse Search

liability, cost or expense, including attorneys' fees, whether or not due to or caused in whole or in part by City or its employees, arising out of (i) the performance or breach by the Contractor of its obligations under this Agreement, (ii) any personal or bodily injury, including death, to any person and destruction of property resulting from the performance or breach by Contractor. Contractor's indemnity obligation shall extend up to but shall not exceed the higher limits of that insurance. Contractor hereby irrevocably waives any right and agrees not to file any mechanic's or materialman's lien against City property. 10. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the City and to any and all of its successors and assigns, whether by merger, consolidation, transfer of substantially all assets or any similar transaction. Notwithstanding the foregoing, this Agreement is personal to the Contractor and it may not, either directly or indirectly, assign its rights or delegate its obligations to City hereunder without first obtaining the City's consent in writing. Any such attempted assignment or delegation shall be deemed of no legal force and effect whatsoever. 11. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end one (1) year thereafter with two (2) additional one (1) year renewal periods at the City's option. Contractor is to commence performance of the above described work within the completion schedule and shall continue in a diligent manner until the work is complete. The above completion schedule may be extended by the City. Contractor acknowledges that compliance with the above commencement dates and completion schedule is the essence of this Agreement. The terms of Sections 8 and 9 entitled "Compliance with Law" and "Waiver of Liability/Indemnity," respectively, shall survive termination of this Agreement. 12. 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 thirty (30) days to cure such default. If Contractor is unable to cure such failure to perform, within thirty (30) days, then City shall receive a 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, City shall pay for services rendered as of the date of termination. (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, as provided in Paragraph 3 herein. (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 to Contractor for the purposes of Page 3 C0708-065 CROSSING GUARDS - KEMP GROUP INTERNATIONAL CORI'. AGREEMENT