Reso 2011-1817 - Laserfiche WebLink

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Agreement is performed, and at any time upon request, Consultant 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 Manager or his designee. 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 Manager or his designee. 7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Consultant 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 Consultant or other parties shall be approved in writing by the City. 8. DUTY TO INDEMNIFY AND HOLD HARMLESS. Consultant 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 Consultant, its employees, agents or other personal entity acting under Consultant's control in connection with the Consultant's performance of Services under this Agreement and to that extent the Consultant 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 Consultant for this indemnity. 9. TERMINATION. A. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations ----materiaHo -this-agreement,the-Gi ty-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 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 4 herein. (ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by given written Page 4 of8 SID C 1112-006 Calvin, Giordano and Associates