Reso 2009-1468 - Laserfiche WebLink

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The Consultant'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 acts, errors, mistakes or omissions related to Consultant's performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Consultant may be legally liable. The parties agree that Ten Dollars ($10.00) represents specific consideration to the Consultant for the indemnification set forth in this Agreement. 9. 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 Consultant 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. 10. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, this Agreement shall commence upon execution of this Agreement and shall end with scheduled event date of October 17, 2009. The term of this Agreement may be extended for an additional term at the option of the City. Payment will be made only for work completed to the satisfaction of the City. Consultant is to commence performance of work on the commencement date and continue in a diligent manner until work is complete. Consultant acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 7 and 8 entitled "Compliance with Law" and "Indemnification and Waiver of Liability" respectively, shall survive termination of this Agreement. 11. TERMINATION: A Termination for Cause. If, through any cause within their reasonable control the Consultant 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 Consultant of its violation of the particular terms of the agreement and grant Consultant 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 Consultant (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. C0809-058 Logistics Management Group Agreement for Jazz Fest October 2009 3